Positioning for Future growth - links.sgx.com

ANNUAL REPORT 2020

Positioning for Future growth

CONTENTS

12 Letter to Unitholders

24

PortfolioSummary

1

AboutLMIR Trust

16Board of Directors

36Capital Management

80CorporateGovernance Report

26 Operations Review

8 Key FinancialHighlights

9

Unit PricePerformance

32Financial Review

10

Significant Events in FY 2020

22 PortfolioOverview

39 InvestorRelations

42 SustainabilityReport

40 CorporateInformation

41 TrustStructure

20 Key Management

38

Risk Management

106

FinancialContents

188

Interested Person Transactions

189Statistics of Unitholdings

191Notice of Annual General Meeting

ProxyForm

OUR VISIONLippo Malls Indonesia Retail Trust aims to be one of the premier retail REITs in Asia, creating and utilising scale whilst leading the way in innovation and quality. We aim to create long-term value for stakeholders by providing access to investment opportunities driven by strong economic and consumer growth.

OUR MISSIONWe are committed to:Delivering regular and stable distributions to Unitholders

Growing our portfolio by way of accretive investments in retail and/or retail-related assets

Enhancing returns from existing and future properties

Achieving long-term growth to provide Unitholders with capital appreciation on their investments

Lippo Malls Indonesia Retail Trust (“LMIR Trust” or the “Trust”), the only Indonesia-exposed retail real estate investment trust listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”), o�ers investors a unique opportunity to participate in the bustling retail property sector in Southeast Asia’s largest economy.

With growing presence in key cities in Indonesia, LMIR Trust is able to leverage Indonesia’s rising a�uence and greater consumer spending power to deliver stable and sustainable returns to Unitholders.

As the Manager, LMIRT Management Ltd is focused on reinforcing its strategic pillars which include actively managing its assets together with its mall operator to drive healthy occupancy rates, maintaining optimal property and tenant diversification across its portfolio, as well as actively seeking to increase and optimise portfolio value through yield-accretive acquisitions and asset enhancement initiatives.

ABOUT LMIR TRUST

SponsorLippo Karawaci has the largest and most diversified land bank throughout Indonesia and is a market leader in mixed-use integrated developments. Its businesses include residential urban development, large-scale integrated real estate, hospitals, retail malls, hotels and asset management.

In its retail malls business, the Sponsor owns and/or manages 56 malls throughout Indonesia.

PortfolioAs at 31 December 2020, LMIR Trust had a portfolio of 28 properties comprising 21 retail malls and seven retail spaces (collectively, the “Properties”) located in other shopping malls. With a total gross floor area (“GFA”) of 1,647,402 square metres and net lettable area (“NLA”) of 839,825 square metres, the portfolio’s asset value stood at Rp15,569.0 billion.

With the completion of the acquisition of Lippo Mall Puri in January 2021, LMIR Trust’s portfolio stood at 22 retail malls and seven retail spaces, with a total net lettable area of 962,629 square metres and asset value of Rp19,069.0 billion.

LMIR Trust’s assets are strategically located in large middle-class population catchment areas in Greater Jakarta, Bandung, Yogyakarta, Medan, Palembang, Bali and Sulawesi, and cater mainly to the everyday needs of domestic consumers in Indonesia.

The Properties boast a diversified tenant base of 2,927 that includes well-known retailers such as Carrefour, Hypermart, Matahari Department Store and Sogo, as well as popular consumer brands including Ace Hardware, Adidas, BreadTalk, Fitness First, Giordano, H&M, Muji, Miniso, Starbucks, Timezone, Uniqlo and Zara, among others. Including Lippo Mall Puri, total portfolio’s tenant base increased to 3,256.

The portfolio is defensively placed with staggered lease expiry to ensure a steady earnings base. LMIR Trust also has a healthy pipeline of retail malls for acquisition from its sponsor, PT Lippo Karawaci Tbk (“Lippo Karawaci” or the “Sponsor”).

Streamlining Our PortfolioEnsuring Stability and Resilience

NAV per unit

17.40SINGAPORE Cents

PortfolioValuation*

RP19,069Billion

Net LettableArea*

962,629Sqm

* includes Lippo Mall Puri which was acquired in January 2021.

Prudent Capital Management

Improving Liquidity and Financial Flexibility

Tenants2,927

PortfolioOccupancy

84.5%

Shopper Traffic79.6Million

LEVERAGING OUR STRENGTHSNURTURING OUR PARTNERSHIPS

Gross Revenue

S$148.5 Million

Net Property Income

S$76.4 Million

Distributionper unit

0.34SINGAPORE Cents

(1) Includes Lippo Mall Puri which was acquired in January 2021

LIPPO MALLS INDONESIA RETAIL TRUST8

Closing unit price for the period(Singapore cents)

6.2 FY 2020 FY 2019 – 22.5

Highest Closing Unit Price (Singapore cents)

23.5 FY 2020 FY 2019 – 25.5

Lowest Closing Unit Price (Singapore cents)

6.1 FY 2020 FY 2019 – 18.3

Daily Average Trading Volume (million)

8.3 FY 2020 FY 2019 – 2.6

Market Capitalisation (S$’million)

181.5 FY 2020 FY 2019 – 651.4

UNIT PRICEPERFORMANCE

9Annual Report 2020

SIGNIFICANT

EVENTS

IN FY 2020

FEB

MAR

MAY

APR

19

26

1222

130

31

Announced 4Q 2019 results, declared DPU of 0.52 Singapore cents

Announced the temporary two-week closure of its retail malls located in Greater Jakarta, Bandung and Bali to curb the widespread Covid-19

Announced the extension of the temporary closure of its assets to 22 May with some tenants having elected to reopen since early May

Announced that some of its tenants have gradually resumed operations with the easing of social distancing restrictions in Indonesia

Announced the extension of the deadline for the completion of Lippo Mall Puri acquisition to no later than 31 December 2020


Announced the temporary closure of all its malls and retail spaces for a two-week period, which was further extended till 13 May, except for essential services


JUN SEP

OCT

NOV

DEC

JUL

AUG

15 3

22

2

2141624

423

1518

14

32731

24

30

16

Moody’s Investors Service downgraded the corporate family rating of LMIR Trust from Ba3 to B1 and changed the outlook on the rating from stable to negative

Announced that since 13 May, some of its malls outside Greater Jakarta region have resumed operations and by 3 July, all assets will resume operations at shorter operating hours

Moody’s Investors Services placed LMIR Trust and its backed senior unsecured bond issued by LMIRT Capital Pte. Ltd., on review for downgrade from B1 rating

Secured a commitment letter for a US$75.0 million term loan facility from Deutsche Bank AG, Singapore Branch


Arranged a SIAS virtual dialogue session to address queries on the proposed acquisition of Lippo Mall Puri and rights issue

Convened virtual EGM and announced results of EGM for the proposed acquisition of Lippo Mall Puri

Launch of rights issue

Lodgement of O�er Information Statement

Fitch Ratings Singapore Pte Ltd downgraded LMIR Trust’s Long Term Issuer Default Rating to ‘BB-‘ from ‘BB’

Issued the notice of EGM and circular for the proposed acquisition of Lippo Mall Puri

Announced the temporary two-week closure of its malls in Jakarta in view of rising Covid-19 cases

Provided an update on the proposed acquisition of Lippo Mall Puri and rights issue

Cessation of Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock as Independent Directors of the Manager

Appointment of Mr Mark Leong Kei Wei and Mr Sandip Talukdar as Independent Directors of the Manager

Completion of divestment of Binjai Supermall

Revaluation of the Trust’s portfolio to Rp15,716.1 billion as at 31 July 2020

Announced the proposed acquisition of Lippo Mall Puri at a revised purchase consideration of Rp3,500.0 billion and a proposed renounceable non-underwritten rights issue

Announced the entry into a supplemental & amendment agreement for the divestment of Pejaten Village and Binjai Supermall at the revised sale consideration of Rp890.6 billion and Rp262.0 billion respectively


Completion of divestment of Pejaten Village

Convened 11th Annual General Meeting via electronic means

11Annual Report 2020

LETTER TO UNITHOLDERS

Since the outbreak of Covid-19 in Indonesia in March 2020, the Trust had acted swiftly in implementing stringent health protocols and precautionary measures to ensure the safety of shoppers, staff, tenants and visitors to its malls.

Since the outbreak of Covid-19 in Indonesia

DEAR UNITHOLDERS,

REINVIGORATE & REPOSITION FOR GROWTHIn a year overtaken by the e�ects of

the coronavirus, LMIR Trust has stayed

vigilant and agile with its strategic

actions to navigate through such

unprecedented times. Sustainability

and tenacity constitute the cornerstone

of the Trust’s model for the year.

Since the outbreak of Covid-19 in

Indonesia in March 2020, the Trust had

acted swiftly in implementing stringent

health protocols and precautionary

measures to ensure the safety of

shoppers, sta�, tenants and visitors

to its malls. These extend to placing

hand sanitisers or washing facilities

and temperature check stations at

our mall entrances, ensuring safe

distancing among shoppers, enforcing

the wearing of face masks, as well as

the regular cleaning of common areas

like escalators, hand grills, lift buttons

and toilets, among others.

We also actively engaged our tenants

to initiate promotional activities to

rebuild footfall and improve shopper

experience in the new normal

environment. By end-December,

our concerted e�orts saw mall tra±c

recovering to over 50%, with stronger

recoveries seen in Sumatra and outside

central Jakarta due to lower Covid-19

cases in those regions.

Even in the midst of the pandemic, we

were able to capture the intrinsic value

of our assets with the timely divestment

of Pejaten Village and Binjai Supermall

to NWP Retail, a joint venture company

between Warburg Pincus and PT City

Retail Developments, at a premium

of 19.1% and 10.3% respectively over

their acquisition prices in 2012. This

is a testament of investors continued

belief in the resilience of the retail

sector in Indonesia and confidence

in its eventual recovery.

The sale of these assets also clearly

demonstrated that, despite a relatively

illiquid commercial real estate market

in Indonesia, we were able to capture

opportunities to unlock capital to

achieve long-term sustainable returns

for Unitholders. The divestment was

in line with our portfolio optimisation

strategy and also marked our inaugural

divestment since the Trust’s listing in

2007. Proceeds from the sale were

used to pare down debt and make

distributions to Unitholders.

visitors to its malls.

In January 2021, we completed the

acquisition of our premier flagship

asset – Lippo Mall Puri (“Puri Mall”),

which was made possible due to

the unwavering support from our

Unitholders who were able to see

the long term value of this strategic

investment.

Strategically located in the established

Puri Indah central business district

area, Puri Mall is the only retail mall

in the St. Moritz Jakarta Integrated

Development, the largest premier

mixed-use development in West

Jakarta. It is one of the largest

purpose-built shopping malls in

West Jakarta and a crucial part of the

integrated development’s “live, work

and play” vision. Puri Mall’s catchment

area comprises largely middle-

upper class residential housing, with

pockets of high-rise private residential

developments, townhouses, civic

amenities, schools, hospitals and

hotels, among others.

In addition to its salient selling points,

the rental support that comes along

with the acquisition provides the

Trust with a steady stream of income

in the short term. In the long term,


MR MURRAY DANGAR BELLChairman and Lead Independent Director

MR LIEW CHEE SENG JAMESExecutive Director andChief Executive O±cer

LETTER TO UNITHOLDERS

its attractive net property income

yield and strong potential for rental

reversion and capital appreciation will

reposition and anchor the Trust for

sustainable growth.

The injection of Puri Mall, boosted

the Trust’s asset-under-management

by 22.5% to Rp19,069.0 billion from

Rp15,569.0 billion as at 31 December

2020 and net lettable area by 14.6%

to 962,629 square metres from

839,825 square metres as at 31

December 2020. The increased asset

size enhances the positioning and

strengthens the stability of LMIR Trust,

as well as improves its portfolio mix

towards a combination of mixed-

use developments and retail malls

that hold dominant positions in their

respective trade areas.

DISCIPLINED CAPITAL MANAGEMENTStaying vigilant and resilient in such

unprecedented times is crucial,

which includes managing our capital

structure and cash flows prudently.

During the year, the Trust repaid its

S$75.0 million euro medium-term

notes utilising internally generated

cash. It also initiated a number of

fundraising activities, bolstering its

financial flexibility and balance sheet.

These included the S$80.0 million

term loan facilities secured from

BNP Paribas and CIMB Bank Berhad,

Singapore Branch in January 2021, the

S$40.0 million vendor financing and the

S$281.0 million gross proceeds raised

from its rights issue that was completed

in the same month, as well as funds

from the Trust’s second U.S. dollar bond

offering of US$200.0 million 7.50%

5-year Guaranteed Senior Notes issued

in February 2021. The offering was

5.5 times over-subscribed and stood

at US$1.1 billion from 109 investor

accounts. A reflection of investors’

continued confidence in the Trust.

Funds raised were used for the

acquisition of Puri Mall, early

refinancing of its S$175.0 million

term loan facility due in August

2021, repayment of S$44.0 million

revolving credit facilities, as well as to

pay dividends and perpetual coupons.

Following the early refinancing, the

Trust has no refinancing needs until

April 2022, which represents only

12.6% of its total debt.

The Trust closed 2020 with a gearing

of 41.9%, below the regulatory limit of

50.0%, and an average weighted debt

maturity of 2.31 years. Following the

Puri Mall acquisition and the issuance

of the U.S. dollar bond, gearing stood

at 41.1% and average weighted debt

maturity improved to 3.55 years.

Stability of the Trust’s capital structure

is further maintained with 95.0% of its

debt on a fixed-rate basis to mitigate

fluctuating interest rates and 100% of

its portfolio is unencumbered.

FY 2020 FINANCIAL PERFORMANCEThe e�ects of the pandemic and large-

scale social restrictions imposed by the

Indonesian government have greatly

impacted our tenants and the Trust in

2020. Being a responsible landlord,

we did our part to relieve our tenants

from their financial predicaments

by extending various rental relief

measures including rental waivers,

rental and service charge discounts

and restructuring of lease tenors,

among others.

As a result, the Trust closed financial

year ended 31 December 2020 (“FY

2020”) with annualised distribution

per unit of 0.34 Singapore cents on

distribution to Unitholders of S$11.7

million, compared to 2.23 Singapore

cents and S$64.9 million respectively

in the previous year (“FY 2019”).

Gross rental income for the year stood

at S$78.3 million, down from S$155.3

million in FY 2019, while total gross

revenue and net property income were

S$148.5 million and S$76.4 million

respectively in FY 2020 compared to

S$273.0 million and S$176.2 million

respectively in FY 2019.

Despite the challenges of the year,

our increased efforts in tenant

engagements and measures to help

our tenants, saw our resilient portfolio

maintaining a stable occupancy

of 84.5%, higher than the industry

average of 77.1%(1) . We also managed

to renew 60.4% of expired leases in

2020 and achieved a positive average

rental reversion of 1.9%.

As the operating conditions gradually

improve with our malls and most of

our tenants able to resume operations,

albeit at shorter operating hours and

visitor capacity limit for some malls,

we are seeing quarter-on-quarter

improvement in our operating

performance on progressively lower

rental reliefs and service charge

discounts towards the end of the year.

OUTLOOK

The Indonesia government has

approved and started efforts to

vaccinate its vast population of 270

million people since January 2021. Its

vaccination programme is split into

(1) Cushman & Wakefield


four phases with an aim to inoculate

a total of 182 million people by

early 2022(2). It has worked hard to

implement comprehensive health

protocols, vaccines and clinical care at

the same time to fight this pandemic.

Indonesia’s economy contracted 2.07%

in 2020 for the first time in more than

two decades, mainly due to a decline

in household spending and investment

as a result of Covid-19(3). Recovery in

2021 will be based on businesses and

individuals adapting better to Covid-19,

plus expectations from the roll-out of

the vaccine. Bank Indonesia expects

Indonesia’s gross domestic product

to recover in 2021, expanding 4.3%

to 5.3%(4). On 5 October 2020, the

Indonesian parliament also introduced

a new Omnibus Law that would drive

structural reforms in aid of boosting

job and investment growth(5).

Going forward, we will continue to

adopt rational strategies to focus on

strengthening the intrinsic value of

our assets and maintaining operational

stability. The astute strategic actions

enforced during the year, including

the strategic acquisition of the iconic

Puri Mall, the early refinancing of

our maturing debt obligations and

the divestment of mature malls,

have boosted our financial liquidity,

further entrenched the foundation

of the Trust and ensured portfolio

stability to manage the effects of

this protracted pandemic. We are

also starting to resume the asset

enhancement initiatives (“AEI”) that

were halted during the year to manage

our operating expenses. These AEI

works will reinvigorate the malls and

optimise its value to maximise returns

for our Unitholders.

ACKNOWLEDGEMENTS

We would like to express our sincere

gratitude to our valued Unitholders

who have supported our strategic

actions during such a challenging

year and continued to keep faith

in the Trust. We will continue to

actively manage our portfolio and

strive towards business recovery to

maximise returns for our Unitholders.

Our deepest appreciation also goes

to Mr Goh Tiam Lock and Mr Lee

Soo Hoon, Phillip, who have stepped

down as Independent Director of the

Board of the Manager in July 2020.

Both directors have served on the

Board since 2011 and their counsel

and guidance have been invaluable.

At the same time, we would like to

welcome Mr Mark Leong Kei Wei

and Mr Sandip Talukdar, who were

appointed as Independent Directors

of the Board in July 2020.

To our fellow Board members,

management team and sta�, thank

you for your hard work and dedication.

To our Sponsor, bankers, tenants,

suppliers and shoppers, thank you for

your unyielding support. As we carry

on our business in the new year with

a stronger base and renewed strategy,

we are confident of bringing stability

and momentum back into the Trust’s

growth path.

MR MURRAY DANGAR BELLChairman and

Lead Independent Director

MR LIEW CHEE SENG JAMES

Executive Director and

Chief Executive O±cer

(2) Covid-19 Developments in Indonesia - https://indonesien.ahk.de/en/infocenter/news/news-details/covid-19-developments-in-indonesia (3) 6 February 2021, The Jakarta Post – Indonesia posts first annual GDP contraction since 1998(4) 19 February 2021, Business Times - Bank Indonesia cuts rate as economic recovery stalls(5) 15 December 2020, Business Times – Indonesia poised for strong economic rebound in 2021

Going forward, we will continue to adopt rational strategies to focus on strengthening the intrinsic value of our assets and maintaining operational stability.


left to rightMr Sandip Talukdar, Mr Liew Chee Seng James, Mr Murray Dangar Bell, Ms Gouw Vi Ven, Mr Mark Leong Kei Wei


BOARD OF DIRECTORSMR MURRAY DANGAR BELLChairman,


Date of Appointment

As Lead Independent Director on 1 November 2019

As Chairman on 31 December 2019

Board Committee

Chairman of Nominating & Remuneration and member

of Audit & Risk

Mr Bell has more than 30 years of experience in real estate

management, primarily in shopping malls management in

the Asia Pacific and Middle East regions. He is also a proven

commercial business leader with extensive experience

in leading, managing and driving change management

in both large and smaller property groups. Mr Bell was

the Chief Executive Officer of Intergen Property Group, a

Sydney-based boutique property fund management and

property operating business servicing local and international

investors, which he founded in 2015.

Prior to founding Intergen Property Group, Mr Bell

held various leadership roles with leading real estate

organisations, which included Managing Director - Retail at

Al Futtaim Group Real Estate, United Arab Emirates, Head

of Asset and Mall Management at AMP Capital Shopping

Centres, Australia, Chief Executive Officer - Malls at Lippo

Karawaci, Indonesia, Senior Vice President at Majid Al

Futtaim, United Arab Emirates, Managing Director at Jones

Lang LaSalle, South Korea and Chief Executive Officer -

Malls at Lend Lease Retail, Australia. In the early years of

his career, he also held various positions with Jones Lang

LaSalle in Indonesia and Hong Kong.

Mr Bell holds a Bachelor of Arts, majoring in Economics

and Law from the University of Sydney, Australia.

MR LIEW CHEE SENG JAMESExecutive Director and

Chief Executive Officer

Date of Appointment

As Executive Director on

31 December 2019

Mr Liew joined the Manager in June 2018 as Chief Operating

Officer, appointed as Deputy Chief Executive Officer in

October 2018 and subsequently as Chief Executive Officer

in May 2019.

Prior to joining the Manager, Mr Liew was Senior Director,

Corporate Finance and Asset Enhancement at Lippo Group

from September 2015 to May 2018, where he worked

on various real estate projects in Indonesia. Mr Liew has

more than 20 years of experience in the finance and real

estate industries, having served in various capacities with

Temasek Holdings, United Overseas Bank, UOB Asset

Management and Raiffeisen Bank.

Mr Liew obtained his Masters in Business Administration

(Strategic Management) and Bachelor of Business, Banking

and Finance (First Class Honours) from the Nanyang

Technological University.


MS GOUW VI VENNon-Executive

Non-Independent Director

Date of Appointment

As Executive Director and Chief Executive Officer

on 5 October 2018

As Non-Executive Non-Independent Director

on 31 December 2019

Board Committee

Member of Nominating & Remuneration

Past Directorship

• LMIRT Management Ltd (as Manager of LMIR Trust),

Executive Director (2007 to 2017)

• LMIRT Management Ltd (as Manager of LMIR Trust),

Executive Director (2018 to 2019)

Ms Gouw was formerly the CEO of the Manager from

2007 to April 2013, and Executive Director till March 2017.

She returned as CEO from October 2018 to May 2019

and remained as Executive Director till December 2019.

Ms Gouw has more than 25 years of experience in

management, marketing and sales in the real estate industry.

She played a pivotal role as President Director of PT Lippo

Karawaci Tbk (Lippo Karawaci), the Sponsor of LMIR Trust,

in propelling the Group into the largest listed property

company in Indonesia by asset size.

During her tenure, she was integral in identifying retail

properties for Lippo Karawaci to invest in (the strata malls

and the planned leased malls), enhancing existing assets

and ensuring the delivery of development projects, which

span across diverse real estate sectors, including urban/

townships, residential clusters, condominiums, hospitals

and hotel projects, throughout Indonesia.

Ms Gouw graduated from the University of New South

Wales, Australia, with a degree in Computer Science and

Statistics.

MR MARK LEONG KEI WEIIndependent Director

Date of Appointment

As Independent Director on 15 July 2020

Board Committee

Chairman of Audit & Risk

Present Directorship

• MDR Limited, Lead Independent Director

• HS Optimus Holdings Limited, Independent Director

Past Directorship

• LCT Holdings Limited, Independent Director (2019 to 2021)

Mr Leong has more than 22 years of experience in a

broad range of corporate environments namely, auditing

firms, small and medium-sized enterprises, a US-based

multinational corporation, a family office and listed

companies. He has in-depth expertise in the capital

and debt markets through various fundraising exercises,

investment management and consultancy services roles.

He also has vast experience across diverse industries

which include offshore marine support, mining, health

and wellness, holding various C-suite positions.

Mr Leong is a Chartered Accountant of the Institute of

Singapore Chartered Accountants (ISCA), a Fellow of the

Association of Chartered Certified Accountants (ACCA)

and a Member of the Singapore Institute of Directors (SID).

BOARD OF DIRECTORS


MR SANDIP TALUKDARIndependent Director

Date of Appointment

As Independent Director on 15 July 2020

Board Committee

Member of Audit & Risk and Nominating & Remuneration

Mr Talukdar has over 20 years of experience in finance and

investment banking. He was previously the Chief Financial

Officer of the manager of Prime US REIT. Prior to this

he was the head of equity corporate finance for South

East Asia for Standard Chartered Bank and co-head of

corporate finance for South East Asia for Credit Suisse. He

has also held positions in investment banking at Dresdner

Kleinwort Wassertein and Merrill Lynch. Mr Talukdar has

extensive expertise in corporate finance and equity, debt

and merger & acquisition transactions.

Mr Talukdar obtained a Master of Business Administration

(graduated Palmer Scholar) from The Wharton School,

University of Pennsylvania, and a Bachelor of Business

Administration (with distinction) from the University

of Michigan.


KEY MANAGEMENT

MR LIEW CHEE SENG JAMES Executive Director and

Chief Executive O�cer

Please refer to page 17 for Mr Liew’s

biography.

MS ELLA JIAFinancial Controller

Ms Jia joined the Manager as Finance Manager in September

2013, appointed as Senior Manager, Treasury and Financial

Accounting in July 2016 and as Financial Controller in

January 2019. She oversees the financial reporting, taxation,

treasury and risk management, capital management and

asset acquisition activities of LMIR Trust. Ms Jia has more

than 10 years of industry experience in REITs and private

funds. Prior to joining the Manager, she spent the first

four years of her finance career with BDO Ra�es and

Deloitte & Touche LLP, and subsequently worked for Frasers

Commercial Trust as a Finance Manager and Prologis

Singapore as the Reporting Manager.

Ms Jia graduated with a Bachelor of Arts in English

Literature and Linguistics and is a Chartered Accountant

of the Institute of Singapore Chartered Accountants as

well as a Fellow of the Association of Chartered Certified

Accountants (FCCA).


MR CESAR AGORSenior Manager, Legal and Compliance

Mr Agor joined the Manager in July 2012. He supports

the activities of the Manager in the areas of legal and

compliance.

From 2007 and prior to joining the Manager, Mr Agor

was a practicing lawyer in the Philippines, as an associate

lawyer in various law o±ces in Manila. He also served as

an in-house legal counsel at Vista Land & Lifescapes, Inc.,

one of the largest real estate companies in the Philippines.

He is a member of the Integrated Bar of the Philippines.

Mr Agor obtained his Bachelor of Arts in Legal Management

and Bachelor of Laws from the Catholic University of

Santo Tomas, Philippines. He is currently pursuing his

Master of Laws at the University of London International

Programmes.


PORTFOLIO OVERVIEW

MEDAN

SUN PLAZA Jalan Haji Zainul Arifin Medan

PLAZA MEDAN FAIR Jalan Jendral Gatot Subroto

No. 30 Medan

GRAND PALLADIUM UNITS Jalan Kapt. Maulana Lubis

PALEMBANG

PALEMBANG ICON Jalan POM IX, Palembang

PALEMBANG SQUARE Jalan Angkatan 45/POM IX, Palembang

PALEMBANG SQUARE EXTENSION Jalan Angkatan 45/POM IX, Palembang

Retail Mall Retail Spaces

BANDUNG

ISTANA PLAZA Jalan Pasir Kaliki, Bandung

BANDUNG INDAH PLAZA Jalan Merdeka, Bandung

SEMARANG

JAVA SUPERMALL UNITS Jalan MT Haryono,

Semarang

YOGYAKARTA LIPPO PLAZA JOGJA

Jalan Laksda Adisucipto

A C

D

E

A

B

B

CD

E

F

GH I

J


BALI

LIPPO MALL KUTA Lingkungan Segara, Kuta

SULAWESI

LIPPO PLAZA KENDARI Jalan MT Haryono

JAKARTANORTH

PLUIT VILLAGE Jalan Pluit Indah Raya,

Penjaringan

SOUTH THE PLAZA SEMANGGI

Jalan Jenderal Sudirman

LIPPO MALL KEMANG Jalan Kemang VI

DEPOK TOWN SQUARE UNITS Jalan Margonda Raya, Depok

MADIUN

PLAZA MADIUN UNITS Jalan Pahlawan, Madiun

KEDIRI

KEDIRI TOWN SQUARE Jalan Hasanudin,

Balowerti Subdistrict

MALANG

LIPPO PLAZA BATU Jalan Diponegoro No. 1 RT 07RW05, Batu City

MALANG TOWN SQUARE UNITS Jalan Veteran, Malang

EAST MAL LIPPO CIKARANG

Jalan MH Thamrin, Lippo Cikarang

LIPPO PLAZA KRAMAT JATI Jalan Raya Bogor Km 19, Kramat Jati

TAMINI SQUARE Taman Mini Jalan Raya

LIPPO PLAZA EKALOKASARI BOGOR Jalan Siliwangi 123, Bogor

CIBUBUR JUNCTION Jalan Jambore, Cibubur

WEST LIPPO MALL PURI

Jalan Puri Indah Raya Blok U 1

METROPOLIS TOWN SQUARE UNITS Jalan Hartono Raya, Tangerang,

Banten

MALL WTC MATAHARI UNITS Jalan Raya Serpong, Tangerang,

Banten

CENTRAL GAJAH MADA PLAZA

Jalan Gajah Mada

F G J

KH

I

K


PORTFOLIO SUMMARY

Property Acquisition Date

Purchase Price

Valuation Valuation Gross Floor Area

Net Lettable Area

Occupancy Land Title

Land Lease Expiry

No. of Tenants

(Rp'billion) (Rp'billion) (S$'million) (sqm) (sqm) (%)

Bandung Indah Plaza 19 November 2007 611.6 590.4 55.5 75,868 30,288 89.5% BOT 31 December 2030 182

Cibubur Junction 19 November 2007 464.2 242.0 22.7 66,935 34,022 93.4% BOT 28 July 2025 174

Lippo Plaza Ekalokasari Bogor 19 November 2007 333.0 327.0 30.7 58,859 28,630 71.9% BOT 27 June 2032 65

Gajah Mada Plaza 19 November 2007 483.3 701.5 65.9 79,830 36,535 57.5% Strata 24 January 2040 116

Istana Plaza 19 November 2007 585.3 528.9 49.7 47,533 27,471 74.1% BOT 17 January 2034 98

Mal Lippo Cikarang 19 November 2007 367.2 708.6 66.6 39,604 28,920 93.9% HGB 5 May 2023 141

The Plaza Semanggi 19 November 2007 1,013.8 886.0 83.2 155,122 60,084 66.0% BOT 31 March 2054 338

Sun Plaza 31 March 2008 967.2 2,043.0 192.0 167,000 69,602 93.7% HGB 24 November 2032 355

Plaza Medan Fair 6 December 2011 1,042.1 920.0 86.4 141,866 68,512 95.2% BOT 23 July 2027 409

Pluit Village 6 December 2011 1,593.6 671.6 63.1 150,905 86,591 80.2% BOT 9 June 2027 206

Lippo Plaza Kramat Jati 15 October 2012 539.6 562.4 52.8 65,446 32,951 91.6% HGB 24 October 2024 86

Palembang Square Extension 15 October 2012 221.5 273.0 25.7 23,825 18,027 89.1% BOT 25 January 2041 25

Tamini Square 14 November 2012 180.0 261.4 24.6 18,963 17,475 97.3% Strata 26 September 2035 12

Palembang Square 14 November 2012 467.0 689.0 64.7 50,000 30,498 94.9% Strata 1 September 2039 117

Lippo Mall Kemang 17 December 2014 3,540.4 2,261.0 212.4 150,932 57,474 89.8% Strata 28 June 2035 207

Lippo Plaza Batu 7 July 2015 265.0 232.8 21.9 34,340 18,558 73.7% HGB 8 June 2031 43

Palembang Icon 10 July 2015 790.0 712.0 66.9 50,889 28,538 94.3% BOT 30 April 2040 158

Lippo Mall Kuta(1) 29 December 2016 800.0 708.9 66.6 48,467 20,350 88.0% HGB 22 March 2037 39

Lippo Plaza Kendari(1) 21 June 2017 310.0 344.9 32.4 34,784 20,204 99.7% BOT 7 July 2041 44

Lippo Plaza Jogja(1) 22 December 2017 570.0 535.5 50.3 66,098 24,414 84.2% HGB 27 December 2043 24

Kediri Town Square 22 December 2017 345.0 374.4 35.2 28,688 16,639 90.9% HGB 12 August 2024 61

RETAIL MALLS 15,489.8 14,574.3 1,369.3 1,555,954 755,783 85.4% 2,900

Depok Town Square Units 19 November 2007 131.5 147.2 13.8 13,045 12,824 97.4% Strata 27 February 2035 3

Grand Palladium Units(2) 19 November 2007 134.0 83.8 7.9 13,730 12,305 0.0% Strata 9 November 2028 0

Java Supermall Units 19 November 2007 133.1 130.6 12.3 11,082 11,082 98.8% Strata 24 September 2037 3

Malang Town Square Units 19 November 2007 130.8 171.7 16.1 11,065 11,065 100.0% Strata 21 April 2033 2

Mall WTC Matahari Units 19 November 2007 128.9 106.6 10.0 11,184 10,753 80.3% Strata 8 April 2038 2

Metropolis Town Square Units 19 November 2007 171.8 135.5 12.7 15,248 14,861 66.2% Strata 27 December 2029 3

Plaza Madiun Units 19 November 2007 171.2 219.3 20.6 16,094 11,152 98.4% Strata 9 February 2032 14

RETAIL SPACES 1,001.3 994.7 93.4 91,448 84,042 76.1% 27

SUB-TOTAL 16,491.1 15,569.0 1,462.7 1,647,402 839,825 84.5% 2,927

Lippo Mall Puri* 27 January 2021 3,500.0 3,500.0 328.8 175,146 122,804 85.0% Strata 15 January 2040 329

TOTAL 19,991.1 19,069.0 1,791.5 1,822,548 962,629 84.6% 3,256

All information as at 31 December 2020.(1) Includes intangible assets.(2) The Business Association of the malls is in the midst of consolidating all the strata title holders to refurbish the mall.* The Trust acquired Lippo Mall Puri for Rp3,500.0 billion in January 2021.


Property Acquisition Date

Purchase Price

Valuation Valuation Gross Floor Area

Net Lettable Area

Occupancy Land Title

Land Lease Expiry

No. of Tenants

(Rp'billion) (Rp'billion) (S$'million) (sqm) (sqm) (%)

Bandung Indah Plaza 19 November 2007 611.6 590.4 55.5 75,868 30,288 89.5% BOT 31 December 2030 182

Cibubur Junction 19 November 2007 464.2 242.0 22.7 66,935 34,022 93.4% BOT 28 July 2025 174

Lippo Plaza Ekalokasari Bogor 19 November 2007 333.0 327.0 30.7 58,859 28,630 71.9% BOT 27 June 2032 65

Gajah Mada Plaza 19 November 2007 483.3 701.5 65.9 79,830 36,535 57.5% Strata 24 January 2040 116

Istana Plaza 19 November 2007 585.3 528.9 49.7 47,533 27,471 74.1% BOT 17 January 2034 98

Mal Lippo Cikarang 19 November 2007 367.2 708.6 66.6 39,604 28,920 93.9% HGB 5 May 2023 141

The Plaza Semanggi 19 November 2007 1,013.8 886.0 83.2 155,122 60,084 66.0% BOT 31 March 2054 338

Sun Plaza 31 March 2008 967.2 2,043.0 192.0 167,000 69,602 93.7% HGB 24 November 2032 355

Plaza Medan Fair 6 December 2011 1,042.1 920.0 86.4 141,866 68,512 95.2% BOT 23 July 2027 409

Pluit Village 6 December 2011 1,593.6 671.6 63.1 150,905 86,591 80.2% BOT 9 June 2027 206

Lippo Plaza Kramat Jati 15 October 2012 539.6 562.4 52.8 65,446 32,951 91.6% HGB 24 October 2024 86

Palembang Square Extension 15 October 2012 221.5 273.0 25.7 23,825 18,027 89.1% BOT 25 January 2041 25

Tamini Square 14 November 2012 180.0 261.4 24.6 18,963 17,475 97.3% Strata 26 September 2035 12

Palembang Square 14 November 2012 467.0 689.0 64.7 50,000 30,498 94.9% Strata 1 September 2039 117

Lippo Mall Kemang 17 December 2014 3,540.4 2,261.0 212.4 150,932 57,474 89.8% Strata 28 June 2035 207

Lippo Plaza Batu 7 July 2015 265.0 232.8 21.9 34,340 18,558 73.7% HGB 8 June 2031 43

Palembang Icon 10 July 2015 790.0 712.0 66.9 50,889 28,538 94.3% BOT 30 April 2040 158

Lippo Mall Kuta(1) 29 December 2016 800.0 708.9 66.6 48,467 20,350 88.0% HGB 22 March 2037 39

Lippo Plaza Kendari(1) 21 June 2017 310.0 344.9 32.4 34,784 20,204 99.7% BOT 7 July 2041 44

Lippo Plaza Jogja(1) 22 December 2017 570.0 535.5 50.3 66,098 24,414 84.2% HGB 27 December 2043 24

Kediri Town Square 22 December 2017 345.0 374.4 35.2 28,688 16,639 90.9% HGB 12 August 2024 61

RETAIL MALLS 15,489.8 14,574.3 1,369.3 1,555,954 755,783 85.4% 2,900

Depok Town Square Units 19 November 2007 131.5 147.2 13.8 13,045 12,824 97.4% Strata 27 February 2035 3

Grand Palladium Units(2) 19 November 2007 134.0 83.8 7.9 13,730 12,305 0.0% Strata 9 November 2028 0

Java Supermall Units 19 November 2007 133.1 130.6 12.3 11,082 11,082 98.8% Strata 24 September 2037 3

Malang Town Square Units 19 November 2007 130.8 171.7 16.1 11,065 11,065 100.0% Strata 21 April 2033 2

Mall WTC Matahari Units 19 November 2007 128.9 106.6 10.0 11,184 10,753 80.3% Strata 8 April 2038 2

Metropolis Town Square Units 19 November 2007 171.8 135.5 12.7 15,248 14,861 66.2% Strata 27 December 2029 3

Plaza Madiun Units 19 November 2007 171.2 219.3 20.6 16,094 11,152 98.4% Strata 9 February 2032 14

RETAIL SPACES 1,001.3 994.7 93.4 91,448 84,042 76.1% 27

SUB-TOTAL 16,491.1 15,569.0 1,462.7 1,647,402 839,825 84.5% 2,927

Lippo Mall Puri* 27 January 2021 3,500.0 3,500.0 328.8 175,146 122,804 85.0% Strata 15 January 2040 329

TOTAL 19,991.1 19,069.0 1,791.5 1,822,548 962,629 84.6% 3,256


OPERATIONS REVIEWVALUATIONS LMIR Trust’s total portfolio value stood at Rp15,569.0 billion

as at 31 December 2020, compared to Rp17,571.1 billion

(excluding Pejaten Village and Binjai Supermall which were

divested in FY 2020) as at 31 December 2019. The year-on-

year (“YoY”) decline was largely due to the impact of the

Covid-19 pandemic on the mall traffic to around 50% of

pre-Covid levels, as well as the rental and service charge

discounts extended to tenants to support their business

recovery, especially in the entertainment and educational

segments which continue to face operating restrictions.

To reflect the effects of the pandemic, a desktop valuation

on the Trust’s portfolio was conducted as at 31 July 2020,

with total portfolio valued at Rp15,716.1 billion. There was

only a marginal 0.9% dip in portfolio valuation compared

to the desktop valuation in July, signalling a stabilising

portfolio value.

The valuation of properties located outside greater Jakarta

remained largely unchanged in December 2020 versus July

2020, as most of the malls are located in residential areas,

providing a natural catchment area that serves the needs

of the residents. The terminal rate is generally unchanged

at a range of 8% - 10% as the impact of the pandemic is

expected to be temporary.

In Singapore dollar terms, the portfolio value declined by a

marginal 0.8% to S$1,462.7 million from S$1,474.8 million

as at 31 July 2020.

On 27 January 2021, the Trust completed the acquisition

of Lippo Mall Puri for Rp3,500.0 billion. With the addition

of this new asset, total portfolio value of the Trust grew

22.5% to Rp19,069.0 billion from Rp15,569.0 billion as at

31 December 2020.

Following the Code on Collective Investment Scheme

amendments, an S-REIT may now appoint a valuer to value

the same property for a third consecutive financial year if

that financial year ends on or before 31 December 2020.

Other than Lippo Mall Kemang, Pluit Village, Plaza Medan

Fair, Sun Plaza, Lippo Plaza Batu, Lippo Plaza Jogja, Kediri

Town Square, Bandung Indah Plaza, Istana Plaza, Gajah

Mada Plaza and Mal Lippo Cikarang, the remaining LMIR

Trust’s properties were valued by the same valuers for a

third consecutive financial year.

MASTER LEASES AND INCOME SUPPORTAs part of its acquisition strategy, LMIR Trust may enter into

master leases with the vendors of the properties. These

master leases, with tenures of three to five years, are usually

over certain areas of the properties which include specialty

and anchor areas, casual leasing and parking space, and

are structured to provide a stable rental income while the

properties continue to mature.

Currently, three of the Trust’s properties have master

leases with the vendors. These include Lippo Mall Kuta,

Lippo Plaza Kendari and Lippo Plaza Jogja, with expiry

dates in December 2021, June 2022 and December 2022

respectively.

At the point of acquisition, it was assessed that upon expiry

of the master leases such rental rates can be attained and

hence the underlying rental performance will continue to

create a sustainable income for LMIR Trust.

The Trust also entered into an income support arrangement

for Lippo Puri Mall at the point of acquisition, whereby the

vendor provides a guarantee that the asset will generate a

certain level of Net Property Income (“NPI”) by topping-up

the difference between the NPI guarantee and the actual

Plaza Medan Fair


Bandung Indah Plaza 27Annual Report 2020

Portfolio Occupancy compared to Industry Average Occupacy

2016 2017 2018 20202019

94.3% 93.7% 92.9%84.5%

91.5%85.4% 84.8% 83.2%

77.1%81.1%

Long Lease Profile

2021 2022 2023 >20252024

10.6%13.5% 13.1%

27.4%

12.1%

Sun Plaza

OPERATIONS REVIEW

NPI in the event that the actual NPI is lower than the NPI

guarantee. This ensures that the Trust will have a steady

stream of income and provides downside protection

during the initial ramping up period as the mall continues

to mature.

LEASE EXPIRY PROFILE & TENANCY In FY 2020, despite the challenging leasing conditions, our

property manager managed to secure 23,381 square metres

of new leases. The weighted average lease expiry (“WALE”)

(based on commencement date of the new leases) for FY

2020 was 3.4 years. These new leases accounted for 0.6%

of the gross rental income in FY 2020, LMIR Trust portfolio’s

WALE by NLA stood at 3.8 years as at 31 December 2020. ASSET ENHANCEMENT INITIATIVES (“AEI”) Due to the pandemic, AEI works for Sun Plaza were delayed

with a revised target completion in 3Q 2021. After Sun Plaza,

LMIR Trust will embark on another major refurbishment

works for Gajah Mada Plaza. Gajah Mada Plaza has not

been through any major renovation since its acquisition in

2007. The AEI works will rejuvenate Gajah Mada Plaza and

allow it to retain its charm as an iconic mall in the heart

of Jakarta’s Chinatown district. The AEI is expected to be

completed in FY 2023.

OCCUPANCYWith active asset management and strategic leasing e�orts,

LMIR Trust has been able to maintain a consistently high

average occupancy rate, above industry average. As at

31 December 2020, the portfolio’s average occupancy

stood at 84.5% compared to industry average of 77.1%

as reported by Cushman & Wakefield’s Marketbeat Retail

Snapshot Q4 2020, Jakarta.


Gajah Mada Plaza


OPERATIONS REVIEW

SHOPPER TRAFFICFY 2020 kicked o� with positive shopper tra±c count

as January and February shopper tra±c rose 1.8% YoY

compared to the corresponding months in FY 2019. As

Covid-19 started to spread in March, LMIR Trust took pre-

cautionary measures to close malls, except for essential

services, from 27 March in the Greater Jakarta region,

Bandung and Bali. On 31 March, the Indonesian government

declared Covid-19 as a public health emergency and

implemented the large-scale social restrictions (“PSBB” -

Pembatasan Social Berskala Besar), which resulted in the

closure of all other malls and retail spaces from 1 April

onwards. During the temporary closure period, shopper

tra±c declined by a significant 82.9% compared to the

same period in 2019.

Our malls and retail spaces started to gradually resume

operations from 13 May in accordance with the lifting of

government closure regulations for PSBB. By 3 July, all our

malls and spaces had resumed operations at a shorter eight-

hour operations rather than the usual 12 hours and malls in

core central Jakarta are limited to visitor capacity of 50.0%.

Subsequently, the governor of Jakarta re-imposed PSBB

from 14 September to 11 October, which resulted in closure

of dine-in services. From 11 January 2021, restrictions on

community activities (Pemberlakuan Pembatasan Kegiatan

Masyarakat – “PPKM”) were enforced in Java-Bali region,

which currently restrict malls to operate till 9.00 pm and

at 50.0% dine-in capacity for F&B outlets. Due to the

disruptions caused by the Covid-19 pandemic, the tra±c

count for FY 2020 decreased by 52.7% YoY from FY 2019.

Notwithstanding all the challenges, our malls remain

operational and vigilant in adhering to the health and safety

protocol. To ensure the health and safety of our shoppers,

our malls launched a ‘We Care’ campaign to maintain

the cleanliness at our malls and to communicate safety

precautionary measures and procedures to our shoppers

and tenants. We also launched the ‘Drive-Thru Covid-19

Rapid Test’, a collaboration with PT Siloam International

Hospitals Tbk (“Siloam Hospitals”), in a number of our malls

to ensure safety of our shoppers. To support our F&B tenants

a�ected by dine-in restrictions, our malls set up ‘Pick Up

Points’ facility to help tenants with food delivery services.

As our malls reopened, we launched ‘EZ Order’, a digital

food order and delivery application, so that consumers

can still order from the F&B outlets in our malls. Various

marketing and promotional e�orts, in cooperation with

tenants, were rolled out since the reopening of our malls to

regain shopper tra±c. Such e�orts include shopper incentive

programme, tenants’ promotions, parking promotions, cross

selling promotions and big sales events. Our shopper tra±c

has since stabilised and recovered to 51.0% of pre-Covid

shopper tra±c count as at end December 2020.

DIVESTMENT & ACQUISITION

The divestments of Pejaten Village and Binjai Supermall

were completed in July and August 2020 respectively,

for a total combined consideration of Rp1,152.6 billion.

In line with its strategy of acquiring income-producing

assets for long-term growth, the Trust first announced

the proposed acquisition of Lippo Mall Puri in March 2019.

The acquisition of the mall was completed on 27 January

2021 for Rp3,500.0 billion, down from the Rp3,700.0 billion

when it was announced in 2019, taking into account the

impact of Covid-19 on the valuation of assets in Indonesia.

Shopper Tra�c

2016 2017 2018 20202019

141.1 148.2169.8

79.6

168.3

millions


Supermarket / Hypermarket

8.4%

Supermarket / Hypermarket

23.1%

Department Store

8.4%

Department Store

21.0%

F&B / Food Court

19.8%

F&B / Food Court

11.0%

Leisure & Entertainment

3.8%

Leisure & Entertainment

10.7%

Fashion

17.4%

Fashion

10.5%

Casual Leasing

7.2%

Parking

4.1%

All Other Sectors

30.9%

All Other Sectors

23.7%

Trade Sector Breakdown by Gross Revenue

Trade Sector Breakdown by NLA

Matahari Department Store 6.3%Hypermart 5.5%Carrefour 2.7%Timezone 0.9%Ace Hardware 0.8%Miniso 0.7%Mr D.I.Y 0.7%Solaria 0.7%Cinepolis 0.6%Gramedia 0.6%

Matahari Department Store 13.9%Hypermart 10.3%Timezone 8.5%Carrefour 7.1%Cinepolis 3.9%Ace Hardware 1.7%SOGO 1.7%MR D.I.Y 1.1%Studio XXI 1.0%Gramedia 0.9%

Top 10 Tenants by % of Gross Rental Income

Top 10 Tenants by % of NLA

Strategically located in the established Puri Indah central

business district area, Lippo Mall Puri is the only retail mall

in the St. Moritz Jakarta Integrated Development, the largest

premier mixed-use development in West Jakarta. It is one

of the largest purpose-built shopping malls in West Jakarta

and a crucial part of the integrated development’s “live,

work and play” vision. With a population of approximately

650,000 within its vicinity, Lippo Mall Puri’s catchment

area comprises largely middle-upper class residential

housing, with pockets of high-rise private residential

developments, townhouses, civic amenities, schools,

hospitals and hotels, among others. The mall boasts a

broad and diversified selection of 329 tenants, comprising

established international and local brands, with key tenants

including Matahari Department Store, SOGO, Food Hall,

Zara, Cinema XXI, Timezone, Uniqlo and H&M.


The Malls resumed operations gradually from mid May 2020 and on 3 July 2020, all LMIR Trust retail malls and retail spaces reopened and have been operating at shorter opening hours.

FINANCIAL REVIEWGross revenue for FY 2020 amounted to S$148.5 million, a 45.6% decrease from previous year. This was mainly due to the negative impact of the ongoing Covid-19 pandemic in Indonesia. To support the Indonesia government’s objective to curb the spread of the virus, LMIR Trust’s retail malls and retail spaces (collectively, the “Malls”) closed temporarily from end March 2020, apart from essential services such as supermarkets, pharmacies and clinics which remained open at shorter operating hours. The Malls resumed operations gradually from mid May 2020 and on 3 July 2020, all LMIR Trust retail malls and retail spaces reopened and have been operating at shorter opening hours.

During the Malls’ closure period, no rental was collected from the tenants except for those who remained open. When the Malls resumed operations, both rental and service charges were billed at reduced rates to reflect the shorter opening hours. Additional rental reliefs were also granted to selected key tenants, both related and non-related parties, to support their business recovery.

On top of the negative impact from the pandemic, master leases with Lippo Mall Kemang expired in December 2019 and the Trust also divested two of its retail malls, namely, Pejaten Village and Binjai Supermall in July and August 2020 respectively, which contributed to the combined decrease in gross revenue by approximately S$22.2 million.

Property operating expenses declined by S$24.6 million for the year due to the savings from stringent cost management as well as the lower consumption of utilities arising from the shorter opening hours.

Finance cost was S$6.6 million higher than FY 2019 mainly due to higher all-in cost of the US$250.0 million bond issued in June 2019. In June 2020, the Trust repaid its S$75.0 million EMTN notes using existing cash balances. In October 2020, the Trust also secured an undrawn committed facility amounting to US$75.0 million as part of its refinancing plan.

Subsequent to the financial year end, the Trust’s wholly-owned subsidiary, LMIRT Capital Pte Ltd, successfully issued a US$200.0 million 7.50% Guaranteed Senior Notes (“Notes”) due 2026, unconditionally and irrevocably guaranteed by Perpetual (Asia) Limited (in its capacity as trustee of LMIR Trust) on 9 February 2021. Together with existing cash balances, proceeds from the new Notes were used to early refinance the S$175.0 million loan due in August 2021 as well as pay down the outstanding S$44.0 million of revolving credit facilities.

The higher other expenses in FY 2019 was due to a one-o� flood mitigating expenses amounting to S$2.2 million as well as certain project-related expenses written o� which were not present in FY 2020.

Fair value of investment properties decreased by S$193.6 million mainly due to the impact of the Covid-19 pandemic on mall tra±c coupled with the rental and services charge discounts extended to tenants to support their business recovery. The Trust also divested two of its malls during the year, Pejaten Village and Binjai Supermall, and registered a decrease in fair value of investment properties held for divestments amounting to S$18.5 million.

The Trust recorded higher realised foreign exchange loss of S$11.0 million compared to S$3.1 million a year ago due to higher proportion of cash repatriation from Indonesia by way of redemption of redeemable preference shares (“RPS”), which are mainly denominated in Indonesian Rupiah (“IDR”) and recognised in the financial statements of LMIR Trust at historical SGD/IDR exchange rate when the RPS were issued since 2007.

The Trust has declared a distribution of S$11.7 million for FY 2020, comprising S$3.4 million retained income from FY 2019, S$3.2 million distributable income from FY 2020 as well as S$5.1 million as return of capital.

The Malls resumed operations gradually

shorter opening hours.


Financial Highlights FY 2020 FY 2019

S$'000 S$'000

Gross revenue 148,535 273,001

Net property income 76,357 176,205

Distributable income 11,740 64,850

Distribution per unit (cents) 0.34 2.23

Net fair value of financial derivatives at end of the year(1) (19,587) (13,671)

Proportion of financial derivatives to net assets attributable to Unitholders (%)

(3.85) (1.67)

Total operating expenses(2) 104,574 142,010

Total operating expenses as a percentage of net assets attributable to Unitholders (%)

20.53 17.40

Taxation(3) 21,920 25,952

Balance Sheet* FY 2020 FY 2019

S$'000 S$'000

Non-current assets 1,470,323 1,712,762

Current assets 166,275 300,244

Total assets 1,636,598 2,013,006

Current liabilities 302,514 172,239

Non-current liabilities 561,137 764,822

Net assets 772,947 1,075,945

Net assets attributable to Unitholders 509,329 816,298

Net assets attributable to Unitholders per unit (cents) 17.40 28.20

(1) Financial derivatives include currency option contracts, forward contracts, cross currency swap contracts and interest rate swaps.(2) Total operating expenses include all fees and charges paid to the Manager and interested parties (in both absolute terms, and as a percentage

of the property fund’s net assets attributable to Unitholders as at the end of the financial year) and taxation incurred in relation to the property fund’s real estate assets.

(3) Taxation includes corporate tax, withholding tax and deferred tax.* The exchange rates of FY 2020 and FY 2019 were Rp/S$ 10,644.09 and 10,320.74 respectively.


FINANCIALREVIEW

Property Gross revenue(S$’million)

Net Property Income(S$’million)

FY 2020 FY 2019 FY 2020 FY 2019

Bandung Indah Plaza 7.6 14.0 3.9 9.3

Cibubur Junction 6.6 12.0 3.4 7.6

Lippo Plaza Ekalokasari Bogor 3.2 6.0 0.9 2.9

Gajah Mada Plaza 4.7 8.4 2.0 4.8

Istana Plaza 4.3 7.9 2.1 4.9

Mal Lippo Cikarang 6.2 9.9 3.0 6.3

The Plaza Semanggi 7.0 12.0 1.0 4.6

Sun Plaza 17.0 27.8 10.9 19.5

Plaza Medan Fair 15.7 25.2 9.2 17.4

Pluit Village 11.6 22.1 4.7 12.6

Lippo Plaza Kramat Jati 4.1 7.5 1.4 4.1

Palembang Square Extension 2.6 4.9 1.1 2.9

Tamini Square 1.0 2.2 0.8 1.9

Palembang Square 3.9 6.9 2.9 5.8

Pejaten Village 6.1 14.6 3.3 9.4

Binjai Supermall 2.1 5.4 0.8 3.3

Lippo Mall Kemang 12.6 38.0 7.2 26.5

Lippo Plaza Batu 1.4 2.5 0.5 1.3

Palembang Icon 8.1 12.8 4.4 8.2

Lippo Mall Kuta 5.6 8.8 3.4 5.7

Lippo Mall Kendari 4.1 5.0 1.2 3.5

Lippo Plaza Jogja 6.6 7.0 4.7 4.7

Kediri Town Square 2.8 4.4 1.7 3.0

RETAIL MALLS 144.9 265.3 74.5 170.2

Depok Town Square Units 0.4 1.2 0.2 1.0

Grand Palladium Medan Units - - - -

Java Supermall Units 0.5 0.7 0.3 0.6

Malang Town Square Units 0.5 1.3 0.4 1.2

Mall WTC Matahari Units 0.3 0.9 0.1 0.8

Metropolis Town Square Units 0.3 0.7 - 0.4

Plaza Madiun Units 1.6 2.9 0.9 2.0

RETAIL SPACES 3.6 7.7 1.9 6.0

TOTAL 148.5 273.0 76.4 176.2


Property 2020 Valuation 2019 Valuation

Rp’billion S$’million Rp’billion S$’million

Bandung Indah Plaza 590.4 55.5 711.3 68.9

Cibubur Junction 242.0 22.7 319.6 31.0

Lippo Plaza Ekalokasari Bogor 327.0 30.7 357.2 34.6

Gajah Mada Plaza 701.5 65.9 800.1 77.5

Istana Plaza 528.9 49.7 606.4 58.8

Mal Lippo Cikarang 708.6 66.6 752.2 72.9

The Plaza Semanggi 886.0 83.2 1,016.0 98.4

Sun Plaza 2,043.0 192.0 2,261.0 219.1

Plaza Medan Fair 920.0 86.4 1,030.0 99.8

Pluit Village 671.6 63.1 815.2 79.0

Lippo Plaza Kramat Jati 562.4 52.8 660.6 64.0

Palembang Square Extension 273.0 25.7 294.0 28.5

Tamini Square 261.4 24.6 281.0 27.2

Palembang Square 689.0 64.7 738.0 71.5

Pejaten Village(1) - - 997.4 96.6

Binjai Supermall(1) - - 283.3 27.5

Lippo Mall Kemang 2,261.0 212.4 2,669.0 258.6

Lippo Plaza Batu 232.8 21.9 265.2 25.7

Palembang Icon 712.0 66.9 772.0 74.8

Lippo Mall Kuta(2) 708.9 66.6 807.8 78.3

Lippo Plaza Kendari(2) 344.9 32.4 358.0 34.7

Lippo Plaza Jogja(2) 535.5 50.3 582.2 56.4

Kediri Town Square 374.4 35.2 418.3 40.5

RETAIL MALLS 14,574.3 1,369.3 17,795.8 1,724.3

Depok Town Square Units 147.2 13.8 157.9 15.3

Grand Palladium Units(3) 83.8 7.9 95.0 9.2

Java Supermall Units 130.6 12.3 139.6 13.5

Malang Town Square Units 171.7 16.1 172.2 16.7

Mall WTC Matahari Units 106.6 10.0 115.9 11.2

Metropolis Town Square Units 135.5 12.7 144.7 14.0

Plaza Madiun Units 219.3 20.6 230.7 22.4

RETAIL SPACES 994.7 93.4 1,056.0 102.3

SUB-TOTAL 15,569.0 1,462.7 18,851.8 1,826.6

Lippo Mall Puri(4) 3,500.0 328.8 - -

TOTAL 19,069.0 1,791.5 18,851.8 1,826.6

+ FY 2019 exchange rate (Rp/S$): 10,320.74+ FY 2020 exchange rate (Rp/S$): 10,644.09(1) Pejaten Village and Binjai Supermall were divested on 30 July 2020 and 3 August 2020 respectively(2) Includes intangible assets(3) The Business Association of the malls is in the midst of consolidating all the strata title holders to refurbish the mall(4) Acquired on 27 January 2021


CAPITAL MANAGEMENT

In January 2021, the Manager also successfully raised gross proceeds of S$281.0 million via a renounceable and non-underwritten rights issue of 4,682,872,029 new units in LMIR Trust based on a ratio of 160 Rights Units for every 100 existing Units at a price of S$0.06. Together with the debt facilities of S$80.0 million and vendor financing of S$40.0 million, LMIR Trust successfully completed the acquisition of the iconic Lippo Mall Puri on 27 January 2021. The injection of this asset is part of a long-term strategic plan to reposition the Trust and anchor it for sustainable growth, and in the short-term, the rental support that comes along with the asset provides a steady stream of income to Unitholders.

In February 2021, LMIRT Capital Pte. Ltd., the Trust’s wholly owned subsidiary, successfully issued the US$200.0 million 5-year Guaranteed Senior Notes (the “Notes”). The Notes are unconditionally and irrevocably guaranteed by Perpetual (Asia) Limited (in its capacity as trustee of LMIR Trust) (the“Trustee”). The Notes will mature in February 2026 with a coupon rate of 7.50% per annum payable semi-annually in arrears.

Proceeds of the Notes, along with the total balance of S$7.9 million from the rights issue, the S$2.8 million allocated for general working capital expenses from the rights issue and existing cash balances were used to refinance the S$175.0 million term loan facility maturing in August 2021 and S$44.0 million unsecured uncommitted revolving credit facilities, with the balanced for general working capital purposes. Save for such redeployment, the use of the gross proceeds of the Rights Issue is in accordance with the stated use and the percentage of the gross proceeds of the Rights Issue allocated to such use. The details are tabled below.

Capital Management StrategyThe Manager maintains a policy of prudent and proactive capital management with adequate financial flexibility to facilitate steady growth of LMIR Trust and returns for Unitholders.

The key objectives of its strategy include:• Optimising Unitholders’ returns;• Providing stable returns to Unitholders;• Minimising refinancing risks;• Maintaining flexibility for working capital

requirements; and• Retaining flexibility in the funding of future acquisitions.

LMIR Trust complies strictly with regulatory gearing limits and ensures interest coverage ratios are within approved limits at all times.

LMIR Trust started the year with S$109.7 million cash and repaid S$75.0 million EMTN when it matured in June 2020.

In July and August 2020, LMIR Trust successfully divested two of its retail malls, namely, Pejaten Village and Binjai Supermall marking its inaugural divestments since the Trust’s listing in 2007. The sale of these assets clearly demonstrates that, despite a relatively illiquid commercial real estate market in Indonesia, the Manager was able to capture opportunities to achieve long-term sustainable returns for Unitholders. The sales proceeds not only increased the Trust financial flexibility for reinvestment in assets with higher returns but also provided the Trust liquidity during the challenging Covid-19 environment.

Intended use of proceeds

(S$’million)

Actual use of proceeds

(S$’million)

% of gross proceeds of the Rights Issue

Balance of proceeds

(S$’million)

To partially fund the purchase consideration and the acquisition related cost (the “Acquisition Cost”)

269.2 262.0 93.2% 7.2

To pay the fees and expenses (including professional fees and expenses) incurred in connection with the Rights Issue (the “Rights Issue Expenses”)

5.2 4.7 1.7% 0.5

To pay the fees and expenses to banks and other professional firms in connection with the debt financing of the Acquisition (the “Debt Financing Expenses”)

3.8 3.6 1.3% 0.2

To be used for general working capital purposes (repayment of revolving credit facility)

2.8 2.8 1.0% -

TOTAL 281.0 273.1 97.2% 7.9

Use of proceeds from the Rights Issue

As disclosed in the table above, the actual Acquisition Cost is S$7.2 million lower than the originally estimated amount of S$269.2 million due to the more favourable IDR to SGD exchange rate. The Rights Issue Expenses and the Debt Financing Expenses are also S$0.5 million and S$0.2 million lower than the originally estimated amounts of S$5.2 million and S$3.8 million respectively.


Debt Maturity Profile

2021 2022 2023 2024

219.0

67.5 67.5

331.3

Over the next 2 years, the Trust only has S$40.0 million vendor financing due in April 2022 (extendable by one year upon mutual consent) and a S$67.5 million loan facility due in November 2022, which represents only 12.6% of its total debt obligations. Average weighted debt maturity has improved from 2.31 years to 3.55 years.

As at 31 December 2020, the Trust outstanding debt stood at approximately S$685.3 million, and a gearing ratio of 41.9%, with 100% of its investment properties unencumbered.

LMIR Trust’s current financial risk management policy is described in greater details below.

Interest Rate Risk ManagementTo protect LMIR Trust’s earnings from interest rate volatility and to provide a steady return to Unitholders, the Manager actively manages its interest rate exposure in the short to medium term by using fixed rate debt and interest rate derivatives including interest rate swaps.

As at 31 December 2020, LMIR Trust’s fixed rate debt ratio stood at 95.0%. The weighted average interest rate was 5.8% per annum, with interest service coverage ratio at 1.8 times for the year.

The Manager intends to continue to secure diversified funding sources from both financial institutions and debt capital markets when opportunities arise, with the aim to maintain LMIR Trust’s access to sources of capital at competitive rates.

Foreign Exchange Risk ManagementLMIR Trust is exposed to foreign exchange risk arising from its investments in Indonesia. The income generated from these investments and the value of its investments are all denominated in IDR.

To manage the foreign exchange exposure associated with the anticipated quarterly cashflows in IDR, the Manager utilises various foreign exchange hedging instruments, including currency options.

As the investments in overseas assets are generally long term in nature, the Manager is of the view that it is not cost e�ective to embark on capital hedging. Hence the capital values of the investments are subject to exchange rate fluctuation.

Term Loans Bonds Revolving Credit Facility

As at 31 December 2020

S$’million

Notes: 1. S$44.0 million 3.88% revolving credit facility, fully repaid

in February 20212. S$175.0 million 3.15% + SOR term loan due on 25

August 2021, fully repaid in February 20213. S$67.5 million 3.05% + SOR term loan due on 9

November 20224. S$67.5 million 3.25% + SOR term loan due on 9

November 20235. US$250.0 million 7.25% bond due on 19 June 2024

Gearing ratio Fixed/hedged debt ratio

Unencumbered assets ratio

Weighted average interest rate per annum

Interest cover

41.9% 95.0%

100.0%

5.8% 1.8x

44

.017

5.0


RISKMANAGEMENTRISK MANAGEMENT FRAMEWORKThe Manager has established an enterprise risk management (“ERM”) framework for a more structured and systematic approach to identify, review and manage the key risks arising from the management and operations of LMIR Trust’s portfolio of assets.

Effective risk management is an integral part of LMIR Trust’s business at both the strategic and operational level to protect Unitholders’ interests and value. To this end, the Manager is constantly working towards strengthening its risk management processes which include event identification, risk assessment and mitigation, control activities, information and communication and monitoring, and ensuring the adequacy and effectiveness of the risk management framework and policies.

All significant risk developments and incidences are reported to the Board and the Audit and Risk Committee (“ARC”) on a quarterly basis, or when it is deemed necessary.

In addition, the internal audit function of the Manager has been outsourced to a third party, KPMG Services Pte. Ltd., who plans its internal audit work in consultation with management, but works independently by submitting its reports to the ARC for review at ARC meetings.

RISK MANAGEMENT STRATEGYProperty, financial market, operational and strategic risks and other externalities such as regulatory changes, natural disasters and act of terrorism may occur in the normal course of business. To address these areas, the Manager has adopted policies and processes which are regularly reviewed to ensure relevance and efficacy and designated staff continue to assess the potential impact of risks which may arise and the necessary response or action to effectively mitigate those risks.

Some of the key risks are:

(a) Operational Risk The Manager has an established risk management

strategy towards the day-to-day activities of the properties portfolio, which are carried out by a third-party Property Manager. These include planning and control systems, operational guidelines, information technology systems, reporting and monitoring procedures. The risk management framework is designed to ensure that operational risks are anticipated so that appropriate processes and procedures can be put in place to prevent, manage, and mitigate risks that may arise in the management and operation of LMIR Trust.

(b) Credit Risk Credit risk relates to the potential earnings volatility

caused by tenants’ inability and/or unwillingness to fulfil their contractual lease obligations. To minimise the risk of tenant default on rental payment, the Manager has put in place standard operating procedures for debt collection and recovery of debts. These include the collection of security deposits in the form of cash or bankers guarantee and having a monitoring system and a set of procedures on debt collection.

(c) Investment Risk As LMIR Trust’s growth is partly driven by the acquisition

of properties, the risk involved in such investment activities is managed through a rigorous set of investment criteria which includes accretion yield, growth potential and sustainability, location and specifications. The key financial projection assumptions and sensitivity analysis conducted on key variables are reviewed by the Board. The potential risks associated with proposed projects and the issues that may prevent their smooth implementation are to be identified at the evaluation stage. This enables the Manager to determine actions that need to be taken to manage or mitigate risks as early as possible.

(d) Financial Risk Financial risks are closely monitored and the capital

structure of LMIR Trust is actively managed by the Manager and reported to the Board on a quarterly basis. LMIR Trust’s returns are mainly from net operating income, which are exposed to financial risks including credit, liquidity, interest rates and foreign currency risks. LMIR Trust hedges its portfolio exposure to interest rate volatility by way of fixed rate borrowings and entering into interest rate swap contracts. LMIR Trust, which is exposed foreign currency risks, has entered into foreign exchange hedges based on LMIR Trust’s estimated quarterly cash distributions to mitigate the impact arising from movement in the exchange rate between Indonesian Rupiah and Singapore Dollar to its distributions to Unitholders.

The Manager also actively monitors LMIR Trust’s cash flow position to ensure sufficient liquid reserves to fund operations and meet short term obligations. Refinancing risk is also quantified, taking into account the concentration of the debt maturity profile and credit spread volatility. The limit on LMIR Trust’s aggregate leverage ratio is observed and monitored to ensure compliance with the Property Fund Guidelines issued by the Monetary Authority of Singapore. The Manager continuously monitors the financial risk management process to ensure that an appropriate balance between risk and control is achieved.


INVESTORRELATIONSLMIR Trust is committed to upholding high standards in disclosures and strives to ensure that all corporate developments and financial results are disclosed to the investment community in a clear and timely manner.

As part of our Investor Relations (“IR”) initiatives, we maintain a dedicated investor website http://lmir.listedcompany.com which provides comprehensive and updated information about LMIR Trust, as well as a dedicated IR email [email protected] to address all stakeholders’ queries. All material information, corporate updates and quarterly financial results are posted in a timely manner on SGXNet and also on our dedicated investor website.

The Manager also proactively communicates and engages with the investment community through investor conferences, non-deal roadshows (“NDR”), one-on-one meetings, tele-conferences and quarterly results briefings.

With the Covid-19 pandemic in 2020, all our meetings with investors were conducted via online platforms.

In 2020, we renewed our membership with REIT Association of Singapore to continue to extend our participation in investor programmes, and we have since renewed the membership for 2021.

* Subject to change

INVESTOR ACTIVITIES IN FY 2020

February 4Q 2019 Results Briefing

May 1Q 2020 Results Briefing

June 11th Annual General Meeting (Virtual)

July 2Q 2020 Results Briefing

October • Maybank Asset Management and Trafalgar Capital - Institutional Investor Presentation

• CIMB Remisier Presentation

• Phillip Securities Remisier Presentation

• UOB Kay Hian Remisier Presentation

November • 3Q 2020 Results Briefing

• Analyst Briefing on Lippo Mall Puri Acquisition

December • SIAS Virtual Dialogue

• Extraordinary General Meeting (Virtual)

FINANCIAL CALENDAR FOR FY 2021*

April 2021 1Q 2021 Results Announcement

May 2021 1Q 2021 Distribution to Unitholders

July 2021 2Q 2021 Results Announcement

August 2021 2Q 2021 Distribution to Unitholders

October 2021 3Q 2021 Results Announcement

November 2021 3Q 2021 Distribution to Unitholders

February 2022 4Q 2021 Results Announcement

March 2022 4Q 2021 Distribution to Unitholders


CORPORATEINFORMATIONMANAGER

LMIRT Management Ltd6 Shenton Way#12-08 OUE Downtown 2 Singapore 068809

Tel: (65) 6410 9138 Fax: (65) 6509 1824

DIRECTORS OF THE MANAGER

Mr Murray Dangar BellChairman, Lead Independent Director

Mr Liew Chee Seng James Executive Director and Chief Executive O±cer

Ms Gouw Vi VenNon-Executive Non-Independent Director

Mr Mark Leong Kei WeiIndependent Director

Mr Sandip TalukdarIndependent Director

AUDIT AND RISK COMMITTEE

Mr Mark Leong Kei Wei (Chairman)Mr Murray Dangar Bell Mr Sandip Talukdar

NOMINATING AND REMUNERATION COMMITTEE

Mr Murray Dangar Bell (Chairman)Ms Gouw Vi VenMr Sandip Talukdar

STOCK EXCHANGE QUOTATION

BBG: LMRT SPRIC: LMRT.SI

TRUSTEE

Perpetual (Asia) Limited8 Marina Boulevard#05-02 Marina Bay Financial Centre Singapore 018981

UNIT REGISTRAR

Boardroom Corporate & Advisory Services Pte Ltd50 Ra�es Place#32-01 Singapore Land TowerSingapore 048623

Tel: (65) 6536 5355Fax: (65) 6536 1360

AUDITORS OF THE TRUST

RSM Chio Lim LLP8 Wilkie Road#03-08 Wilkie EdgeSingapore 228095

Partner-in-charge: Adrian Tan Khai-Chung(Appointment since financial year ended 31 December 2020)

COMPANY SECRETARY OF THE MANAGER

Mr Chester Leong

INVESTOR RELATIONS

August Consulting Pte Ltd101 Thomson Road#29-05 United SquareSingapore 307591

WEBSITE & EMAIL ADDRESS

[email protected]


UNITHOLDERS

SINGAPORE SUBSIDIARIES

INDONESIASUBSIDIARIES

RETAIL PROPERTY

THE MANAGER

PROPERTY MANAGER TENANTS

TRUSTEE

Holdings of Units

Ownership of ordinary and redeemable

preference shares

Ownership and shareholders’ loans

Managementfees

Property management fees

Rental payments

Trusteefees

ManagementServices

Property managementagreements

Tenancyagreements

Acts on behalf of Unitholders

Distributions

100% Ownership

Dividends and/or redemption proceeds

Dividends, interest income and principal repayment of shareholders’ loans

Property management services & coordinator facilities management services

Tenants of the retail properties

Singapore Indonesia

TRUST STRUCTURE


SUSTAINABILITYREPORT


ABOUT THIS REPORT

We are pleased to present the fourth edition of Lippo

Malls Indonesia Retail Trust’s (“LMIR Trust” or the “Trust”)

sustainability report covering the Trust’s sustainability

performance for the financial year ended 31 December

2020 (“FY 2020”). For both LMIR Trust and the manager

of LMIR Trust, LMIRT Management Ltd (the “Manager”),

awareness of and accountability for the economic, social

and environmental impact our business activities create,

have become part of our corporate ethos, driving the

commitment and investment of resources into establishing

an e�ective sustainability reporting system.

Working in consultation with various key stakeholders

of LMIR Trust including tenants, shoppers, employees,

investors, business partners, regulatory bodies and the wider

community, we sought to understand and report the full

extent of the impact arising from our business activities.

Beyond that, in our interactions with the concerned

stakeholders, we sought to understand the larger ecosystem

in which we operate, the players involved, our unique value

in this ecosystem and the avenues in which it can make

meaningful contributions as a responsible corporate citizen.

REPORTING STANDARDSWe have prepared this sustainability report in accordance

with the Global Reporting Initiative (“GRI”) 2016

Sustainability Reporting Standards: Core option, which is

a widely-accepted international standard for sustainability

reporting unveiled by GRI in 2016 that helps enable greater

transparency and accountability in the report.

The Trust observes the reporting principles established

by the GRI Standards and the content of this report

is defined by those reporting principles, including

stakeholder inclusiveness, sustainability context, materiality,

completeness, accuracy, comparability and consistency,

reliability and quantifiability.

This report is also in compliance with the sustainability

reporting requirements of the Singapore Exchange

Securities Trading Limited (“SGX-ST”) Listing Manual (Rules

711A and 711B) on a “comply or explain” basis, fulfilling

the principles of board responsibility, ‘comply or explain’,

reporting risks as well as opportunities, balanced reporting,

having a performance measurement system, comparability

with global standards, stakeholder engagement and

independent assurance.

As part of our steady e�orts to improve the coverage of

our sustainability practices, stakeholders are welcome

to submit their queries or feedback on our sustainability

performance via the following:

MR LIEW CHEE SENG JAMESExecutive Director and

Chief Executive O±cer

6 Shenton Way

#12-08 OUE Downtown 2

Singapore 068809

Tel: +65 6410 9138

Fax: +65 6509 2824

Email: [email protected]


BOARD STATEMENT

Dear Stakeholders,Sustainability reporting took an

interesting turn in 2020 with the

Covid-19 pandemic. During the year,

many governments, institutions and

businesses faced a major stress test

from the impact of the pandemic

and were driven to rethink their

existing operating systems and their

engagement with stakeholders. Being

in the business of managing retail

property assets, LMIR Trust’s business

was directly affected by the movement

restrictions imposed in Indonesia to

curb the spread of infections. This

called for urgent action by the Trust to

deal with the various challenges so as

to manage the impact for our diverse

pool of stakeholders, especially our

tenants, shoppers and employees.

In the same vein, sustainability reporting

for the year requires a different set of

lenses as many of our normal activities

were disrupted. In particular, time and

resources were channelled towards

making adjustments to the mall

operations to cope with the social

restriction regulations and also to

make the malls a safe environment

for tenants, shoppers and employees.

At the Manager level, work-from-

home arrangements also meant

adapting some of the usual group

activities to online versions. In spite

of these changes, our commitment to

operating as a sustainable organisation

remains steadfast and the process of

responding to these new challenges

gave us an opportunity to revisit our

ethos and policies as a responsible

corporate entity.

The changed environment in which

we operate also meant a necessary

renewal of the materiality assessment

process. Through a series of surveys

conducted with different groups of

stakeholders, we obtained a renewed

understanding of the key issues that

mattered to each stakeholder group

under the current climate. A new

material topic identified and featured

in this report is pandemic-related

support, which reflects the urgency

of the current pandemic. The highest

scores were given to pandemic-related

support, business performance,

corporate governance and regulatory

compliance.

To give us a better gauge of the impact

of our pandemic support measures

at the malls, we conducted a survey

across all 21 malls in our portfolio

for the first time. Both tenants and

shoppers were asked to rate the support

rendered by the malls which included

safety measures, communication of

SUSTAINABILITY REPORT

information and reopening marketing

support measures. An encouraging

75.0% of tenant respondents felt the

support measures provided were

‘Adequate’ or ‘Very Good’, while

85.9% of shoppers surveyed were

pleased with the implemented safety

measures. Beyond this report, the

feedback gathered would be extremely

helpful in enhancing our service

to and relationship with our tenants

and shoppers.

In terms of economic impact, the year

2020 also marked a new chapter of

growth for the Trust. Following the

disposal of two mature malls – Pejaten

Village and Binjai Supermall, which

have reached the limits of their growth

potential, the Trust completed the

acquisition of its largest mall, Lippo

Mall Puri. The exercise of raising the

overall quality of its portfolio, together

with the mall’s stable stream of income

will create value and improve future

distributions to our Unitholders.

In recognition of the growing

environmental impact generated by

businesses and the need to account

for such risks, the Monetary Authority

of Singapore issued its Guidelines on

Environmental Risk Management.

Companies in real estate investment


Sun Plaza Drop O�

Given time, the pandemic will eventually be under control and we foresee that the world will enter a ‘new normal’ rather go to back to how things were before. The time that we take to enter the ‘new normal’ will not be time wasted as this pandemic has provided us with an opportunity for change, to become more resilient and to gain more clarity on the impact we have on our stakeholders.

Given time, the pandemic Given time, the pandemic

trust management are among the

financial institutions to which these

guidelines apply. Ultimately, these

guidelines will help the Trust build

sustainability in its performance, as

well as financing and investment

decisions over the longer term.

Given time, the pandemic will

eventually be under control and we

foresee that the world will enter a

‘new normal’ rather go to back to how

things were before. The time that we

take to enter the ‘new normal’ will not

be time wasted as this pandemic has

provided us with an opportunity for

change, to become more resilient and

to gain more clarity on the impact we

have on our stakeholders. All in all,

these amount to a significant step

forward for sustainability during the

year and we will put the lessons learnt

to good and productive use in the

future.

MR MURRAY DANGAR BELLChairman,


LMIRT Management Ltd. as Manager

of LMIR Trust


FY2020 PERFORMANCE HIGHLIGHTS


ECONOMIC • Gross Revenue – S$148.5 million• Net Property Income – S$76.4 million• Distribution – S$11.7 million• Distribution Per Unit – 0.34 Singapore cents• Portfolio Valuation(1) – Rp19,069.0 billion• Portfolio Occupancy – 84.5%

SOCIAL • 88% sta� retention rate• > 50% of the employees have been with the organisation for

more than 3 years• 23% of sta� are male while 77% are female• 6.6 - Average hours of training per employee in 2020 • 94% - Training attendance for employees (based on every

employee attending at least one training)• 90% participation rate for sta� engagement activities

GOVERNANCE • 0 incidents of fraud, corruption or non-compliance with regulations

• 100% attendance at all board meetings• 2 directors replaced due to term limit reached• 10 -> 6 - Reduced maximum number of board representations

for directors

ENVIRONMENTAL • 41.2% reduction - Energy consumption for common areas• 43.4% reduction – Water consumption for common areas

(1) Includes Lippo Mall Puri acquired in January 2021.


MANAGING SUSTAINABILITY AT LMIR TRUST

The Manager established the Sustainability Committee

(“SC”) in 2017, with the intention to further strengthen the

sustainability governance of LMIR Trust. Chaired by the

Chief Executive O±cer (“CEO”) of the Manager, the SC

comprises representatives from the departments of Asset

Management, Investor Relations, Legal & Compliance and

Corporate Services, covering a spectrum of the ESG factors.

Through integrating and organising sustainability practices,

as well as monitoring these practices within LMIR Trust and

its portfolio of assets, the SC is able to provide strategic

direction and guidance for managing sustainability-related

risks and opportunities. These include the development

and improvement of frameworks, policies, guidelines,

and processes to ensure that sustainability issues are

e�ectively managed. Sustainability e�orts originate from

the Manager and the Property Manager in Indonesia,

integrating both business and sustainability priorities. As part

of its continuous e�orts to enhance its knowledge about

the latest ESG issues, trends and practices, the SC seeks

out and attends relevant courses, seminars and webinars.

Corporate governance forms a key pillar of sustainability at

LMIR Trust and accountability to our stakeholders comes

from conducting our business in proper, e±cient manner

that is in line with regulations. Pages 80 to 105 of the Trust

annual report provides details on the Trust’s corporate

governance practices, including topics such as board’s

conduct of a�airs, board composition and performance,

board membership, remuneration, accountability and

audit, as well as other matters.

The responsibilities of the Sustainability Committee are

as follows:

STRATEGIC DIRECTIONS

The Committee shall oversee,

develop and provide inputs on

LMIR Trust’s policies, strategies

and programmes related to

matters of sustainability and

corporate social responsibility.

This will extend to include the

environment, local community,

employment practices, labour

rights, health and safety,

corporate accountability, public

a�airs and philanthropy.

P E R F O R M A N C E G O A L S

The Committee shall determine

and review the goals established

for its performance with respect

to matters of sustainability and

corporate social responsibility,

and monitor LMIR Trust’s

progress, on a regular basis,

against those goals.

G A T H E R F E E D B A C K

The Committee shall receive

periodic feedback from the

Manager and Property Manager

regarding relationships with key

external stakeholders that may

have a significant impact on

LMIR Trust’s business activities

and performance.



STAKEHOLDER ENGAGEMENT

The Covid-19 pandemic has impacted economic, social

and environmental conditions and changed many of the

circumstances underpinning the Trust’s relationships

with its stakeholders. During the year, the Trust had the

opportunity to engage with its stakeholders at a deeper

level due to the need to renegotiate the terms of the

relationships and help cushion the e�ects of the pandemic.

Measures to contain the pandemic and prevent infection

led the Trust to work more closely with the mall managers,

tenants and employees.

Due to the nature of its retail mall business, the Trust

deals with a diverse and large group of stakeholders.

As a result, more time, care and e�orts are required to

engage meaningfully with and be accountable to each

group of stakeholders. The implementation of a new

materiality assessment process for this reporting cycle has

also necessitated more interactions with stakeholders, as

can be seen from this table:

Stakeholder Platforms Frequency Key feedback / Concerns

Commitments to Sustainability

Employees Employee engagement

Ad-hoc • Employee safety and welfare

• Sta� training and development opportunities

• Work-life balance• Remuneration and

benefits

• Provide fair and equal opportunities to all employees

• O�er career development opportunities

• Improve job satisfaction and reward performance

• Create a safe and cohesive working environment

Recreational bonding activities

Ad-hoc

Training and development programmes

Ad-hoc

Investors Annual General Meeting

Annual • Updates on financial performance

• Managing the impact of COVID-19 and the recession

• Distribution management plans

• Corporate actions and M&As

• Industry developments and market outlook

• Investment strategies• Investment plans in the

pipeline• Major events that may

potentially impact assets located in Indonesia (Natural disasters, Government regulations)

• Work to generate sustainable returns on investments

• Adhere to timely and transparent dissemination of accurate and relevant information to the market

• Business continuity plans in place

Extraordinary General Meeting

Ad-hoc

Financial results announcements

Quarterly

Annual report, Sustainability report

Annual

SGX announcements, media release and interviews

Ad-hoc

Seminars and trade shows

Ad-hoc

Company website

Perpetual


Stakeholder Platforms Frequency Key feedback / Concerns

Commitments to Sustainability

Business Partners (i.e. government, vendors, associations etc.)

Regular meetings and networking sessions

Ad-hoc • Corporate governance• Operational e±ciency• Regulatory compliance

• Compliance with laws and regulations

• Fair and reasonable business practices

Correspondences through email and letter

Ad-hoc

The Community

Sustainability report

Annual • Availability of common spaces

• Safe environment• Eco-sustainability• Safe-distancing and

pandemic prevention

• Management of impacts on the community

• Understand and support initiatives by the local community/ government

• Place public health and safety as priority

• Safe-distancing and pandemic prevention measures

• Environmentally sustainable

Supporting CSR activities by Property Manager

Ad-hoc

Online and social media platforms

Ad-hoc

Shoppers Online and social media platforms

Ad-hoc • Pandemic prevention measures

• Safe-distancing and crowd control

• Availability of essential services

• Diverse brands and types of merchandise

• Availability of amenities• Tra±c and crowd

management

• Enforcement of safe-distancing and pandemic prevention measures

• Creating accessibility for shoppers in view of enhanced entry restrictions

• Provide enhanced and refreshed shopping experience

• Safe mall environment with adequate amenities

Customer service and shoppers’ feedback

Ad-hoc

Tenants Meetings and feedback sessions

Monthly • Pandemic prevention measures

• Safe-distancing and crowd control

• Rental waivers in view of pandemic disruptions

• Mall operations• Tra±c and crowd

control• Advertising and

promotional activities

• Sustainable management of mall operations with safe-distancing and pandemic prevention measures

• Creating accessibility for shoppers in view of enhanced entry restrictions

• Implementing promotional activities to draw shoppers

Proactive tenant engagement

Ad-hoc

Surveys Ad-hoc



MATERIALITY ASSESSMENT

In 2020, the global Covid-19 pandemic had drastically

impacted the environment in which the Trust’s business and

activities operated in. With the disruptions experienced on

economic, social and environmental levels, the pandemic

has inevitably caused a significant shift in the priorities of

the various stakeholders of the Trust. As a result, it was

necessary to conduct a fresh new round of materiality

assessment with the Trust’s stakeholders in view of the shifts

in priorities brought about by the pandemic. In addition,

the Trust is also using this opportunity to undertake an

annual re-evaluation of all the potential material issues,

measuring their relevance against current issues and trends

and their influences and interdependence on each other.

Ultimately, this serves to make this report more complete

and relevant to the Trust’s stakeholders.

In determining materiality of an issue or topic to the

Trust, we need to assess two aspects, which are namely

the significance of the impact, whether it is economic,

environmental, or social, as well as the level of importance

to the Trust’s stakeholders.

The following parties were designated to determine these

two aspects of the potential material topics:

Significance of economic, environmental, and social

impact – key management of the Manager

Importance to stakeholders – various stakeholder groups

of LMIR Trust which include tenants, mall managers,

employees and vendors

Here is a summary of the materiality assessment process:

DEFINE SCOPE

CONDUCT ASSESSMENT WITH STAKEHOLDERS

SHORTLIST THE TOPICS

SEEK FEEDBACK ON ASSESSMENT OUTCOME

CONFIRM THE MATERIAL TOPICS

IDENTIFY POTENTIAL TOPICS

SCORE TOPICS POST-SURVEY

1

4

3

6 7

2

5

• Decide coverage scope

• Decide on list of stakeholders for assessment

• Implement survey with stakeholders and key management

• Collect results

• Review each topic in terms of significance and relevance

• Shortlist material topics for assessment

• Seek feedback on the final list of material topics

• Obtain sign-o� from the board of directors and management on the final set of material topics

• Plan measurement

• Review a variety of information sources such as media reports, internal data, industry reports and rankings to understand key ESG issues

• Create a list of potential material topics

• Tabulate scores for material topics

• Decide on material topics


On one hand, materiality is influenced by the concerns

of the Trust’s various stakeholders. On the other hand,

the key management of the Manager needs to assess

and decide what is material, and to do so, they have to

consider a combination of internal and external factors.

Internal factors would include the company’s values,

mission, policies, strategies, operational systems,

resources, competencies and targets. External factors

would require the consideration of wider economic,

social and environmental issues and trends and how

they influence the Trust’s business, as well as the societal

expectations of the Trust’s responsibilities and its influence

on its customers, suppliers, regulatory bodies, communities

and other stakeholders. Key challenges and issues faced

by the industry and peers are also taken into consideration

and issues that surfaced from the Trust’s interactions

with organisations such as the Singapore Exchange, REIT

Association of Singapore, Securities Investors Association of

Singapore and Monetary Authority of Singapore continued

to factor into materiality considerations.

IMP

OR

TAN

CE T

O S

TAK

EHO

LDER

S

SIGNIFICANCE OF ESG IMPACT TO LMIR TRUST

MO

DERATELY C

RITICAL

TRAINING & DEVELOPMENT

PANDEMIC-RELATED SUPPORT

BUSINESS PERFORMANCE

DIVERSE AND EQUAL OPPORTUNITY

CONSERVATION OF WATER AND ENERGY

BOARD GOVERNANCE

CORPORATEGOVERNANCE

REGULATORYCOMPLIANCE

CRITIC

AL

MATERIALITY MATRIX

Economic Social Governance Environmental



MATERIAL TOPICS - AT A GLANCE

The selected topics derived from our materiality assessment

process are displayed in the table below, with a brief

explanation of what the topic covers. Within the table,

every material topic is also pegged to the relevant GRI

Reporting Standards and United Nations Sustainable

Development Goals (“UNSDGs”). The UNSDGs were

adopted on a global scale by 190 countries as part of

the 2030 Agenda for Sustainable Development and we

continue to align ourselves with this agenda.

DimensionsMaterial Topic Material Topic

Corresponding GRI Standards

Relevant United Nations Sustainability Development Goals

Economic Business Performance

Covers all aspects of the Trust's performance in the business including the operations, financial performance, cash management and liquidity, debt and capital management etc.

GRI 201: Economic Performance 2016

Social Pandemic-Related Support

Refers to various initiatives implemented by the Manager, Trust or mall operators to help various groups of stakeholders such as tenants, shoppers, employees cope with the pandemic and the pandemic-related policies and measures from the government. These include safety measures, crowd control measures, rental support schemes, Work-From-Home arrangements, advertising and promotional support to boost mall activity etc.

GRI 203: Indirect Economic Impacts 2016 GRI 403: Occupational Health and Safety 2018

GRI 413: Local Communities 2016

GRI 416: Customer Health and Safety 2016

Diverse and Equal Opportunity

Initiatives and policies implemented by the Manager to ensure equal opportunities for all employees regardless of race, gender and nationality etc.

GRI 405: Diversity and Equal Opportunity 2016

GRI 406: Non Discrimination 2016

Employee Training and Development

The Manager’s commitment and initiatives introduced in training employees and developing their potential to the fullest, creating a conducive work environment and culture, as well as supporting the good health and well-being of employees.

GRI 404: Training and Education 2016

GRI 403: Occupational Health and Safety 2018


DimensionsMaterial Topic Material Topic

Corresponding GRI Standards

Relevant United Nations Sustainability Development Goals

Governance Corporate Governance

Refers to the Manager's commitment to ensuring that the business of the Trust is conducted in a proper and e±cient manner, with integrity and business ethics and adhering to relevant corporate governance codes.

GRI 102: General Disclosures 2016

GRI 205: Anti-Corruption 2016

Regulatory Compliance

Refers to the Manager's compliance with all applicable laws and regulations, such as the SGX-ST Listing Manual, Code on CIS, SFA and conditions of the Capital Markets Services Licence of the Manager issued by the MAS, as well as the tax rulings issued by the Inland Revenue Authority of Singapore.


GRI 307: Environmental Compliance 2016

GRI 419: Socioeconomic Compliance 2016

Board Governance

Refers to the Managers's commitment to ensure the Board fulfills various requirements so that it is able to perform its duties in the best interests of the Trust. These requirements include the diversity, independence, commitment and renewal of the board members.

GRI 102: General Disclosures 2016


Environmental Conservation of Energy and Water

Initiatives implemented at the Manager or Trust level to reduce water and energy usage, in an e�ort to save the environment and help the Climate Change cause.

GRI 302: Energy 2016

GRI: 303: Water and E�uents 2016



S$148.5 MILLION

0.34 SINGAPORE CENTS

RP19,069.0 BILLION

84.5%

S$76.4 MILLION S$11.7 MILLION

BUSINESS PERFORMANCE

ECONOMIC

LMIR Trust believes in making value-added strategic

decisions and managing its assets responsibly to maximise

and deliver sustainable returns to its various stakeholders

who have supported and continued to put their faith in

the Trust over the years.

OUR COMMITMENTIn addition to our valued Unitholders, we are also committed

to support our other stakeholders including our tenants,

suppliers, shoppers and sta�, among others. We believe

in the need to work together cohesively and support each

other during challenging times to achieve sustainable

long-term growth. We remain true to our principles of

actively managing our assets to optimise their value

through asset enhancement initiatives and active tenant

management, growing our portfolio through strategic

yield-accretive acquisitions and strategic divestments

* Includes Lippo Mall Puri acquired in January 2021

OUR PERFORMANCE

GROSS REVENUE

DPU PORTFOLIO VALUATION* PORTFOLIO OCCUPANCY

NET PROPERTY INCOME DISTRIBUTION

of assets to recycle capital. These concerted e�orts will

support our commitment to maximise returns for our

stakeholders and deliver stable and sustainable distributions

for our Unitholders.

OUR APPROACHOur strategic pillars to achieving economic performance

include:

• Active management of assets together with our mall

operator to drive healthy occupancy

• Maintaining optimal property and tenant diversification

across our portfolio

• Actively seeking to increase and optimise portfolio

value through yield-accretive acquisitions and asset

enhancement initiatives

• Prudent capital management to ensure financial

flexibility and maximum e±ciency in cash flows


SOCIAL

PANDEMIC RELATED SUPPORT

OUR COMMITMENTWe recognise the role that intervention and support

could play in times of crisis like the Covid-19 pandemic.

In recent months, the Manager’s utmost priority has been

ensuring the health and safety of our tenants, shoppers

and employees, as well as helping them cope with the

pandemic, pandemic-related polices and measures from

the government through various initiatives.

OUR APPROACHThe nature of LMIR Trust’s business involves a diverse pool of

stakeholders. Together, LMIR Trust and the Manager focused

their pandemic support measures on key stakeholder groups

such as employees, tenants and shoppers.

For the Manager, the health and safety of staff and

business continuity were the key considerations. It

designed measures related to Work-From-Home (“WFH”)

arrangements as well as reconfigured the office and

o±ce activities to fulfil safe-distancing and precautionary

measures post-Circuit Breaker.

At the asset level, mandatory mall closures had severely

disrupted business activities and supporting our tenants

financially was an important consideration for the

sustainability of our business. Health and safety were

the other major considerations. A comprehensive set

of measures covering the entire shopper’s journey was

introduced. Our business operations were consistently

reviewed, and safety measures frequently updated to

ensure the well-being of our sta�, shoppers and tenants.

OUR PERFORMANCE

PORTFOLIO OCCUPANCY

DISTRIBUTION

Health and Safety

To ensure a safe and healthy working environment, the

following safety measures were enforced by the Manager:

• In Singapore, WFH arrangements were set in place to

ensure the safety of our sta� prior to the the imposition

of the Circuit Breaker in April 2020.

• During the Circuit Breaker, we regularly engaged sta�

with internal communication via zoom to keep them

posted on the latest developments in Singapore and

Indonesia as well as our work arrangement plans.

• Redesigned new social distancing layout for our o±ce

• Stepped-up cleaning services of common o±ce areas

and performed a Covid-19 disinfection for the entire

o±ce.

• Daily temperature taking, social distancing markers,

implementation of access cards instead of fingerprint

access to avoid touching surfaces.

• Supply of virus prevention essentials in the o±ce such

as disposable face masks, hand sanitisers and sanitising

spray application (Active Shield+)

• In addition to performing the basic requirements,

the Manager’s Corporate Services department also

carried out a survey on mental wellness, covering

how the pandemic and new WFH arrangements have

a�ected sta� and an overall measure of the stress levels

of the employees.

> Active Shield+ takes a unique approach by providing the same initial kill on microbes as conventional products but inhibits long-term growth on the applied surfaces. Hence products coated with Active Shield remain sterile or free from microbe growth



Across LMIR Trust retail properties, various measures were

also put in place to create a safe environment for shoppers

and to help tenants conduct their business safely. The

comprehensive set of measures that was enforced covers

the malls from the point of entry to the use of escalators,

to the restrooms, retail shops, dining areas and even the

carparks.

Some of these measures include:

• Temperature checks

• Safe distancing protocols

• Touchless buttons in lifts and carparks

• Cleaning with disinfectants and UV-rays

• Safety protocols for tenants’ areas

• Safety protocols for hair salons

• Physical distancing at dining areas

• Personal Protective Equipment for sta� to maintain

hygiene and safety

• Providing ways for visitors to keep their hands clean and

sanitised (such as hand-wash sinks and hand sanitisers

at strategic points around the malls)

TENANT SUPPORTIn e�orts to ensure a long-term partnership with our tenants,

LMIR Trust rolled out various rental relief programmes

on a case-by-case basis to help them mitigate business

disruptions caused by the pandemic. During the two-

and-a-half-month temporary closure period for most of

our malls since end March, rental waivers were given to

all our tenants in addition to a 40% discount on service

charges. Selected tenants were also able to restructure

their fixed rental leases into rentals based purely on gross

turnover over the following three to six months, and shorter

tenure leases were o�ered for selected tenants to ensure

occupancy rates were maintained.

Following the resumption of mall operations in July, albeit

at shorter hours, visitor capacity had been limited to 50%.

As such, LMIR Trust extended support to its tenants by

charging rental and service charges at a pro-rated basis, and

an initial discount of 33% in July, reducing to a discount of

25% in January 2021 given improving conditions. Sectors

that remain closed due to local regulations continued to

have their rental waived.

SOCIAL

PANDEMIC RELATED SUPPORT (CONT’D)


MAINTAINING SHOPPER EXPERIENCE

In addition to implementing all the necessary safety

measures, LMIR Trust also communicated with its shoppers

pre-emptively via social media platforms such as Instagram

and Facebook. Videos depicting safety measures and

tutorials on how to abide by them or ways to help maintain

a clean and safe environment were uploaded as guides

for our shoppers as they prepared for a safe and sanitary

shopping experience.

We also implemented a personal shopper hotline via

WhatsApp for shoppers who prefer to shop in the comfort

of their own homes. Malls that participated include, Lippo

Mall Puri, Lippo Mall Kemang, Pluit Village, Plaza Semanggi,

Cibubur Junction, Lippo Plaza Kramat Jati, and Gajah

Mada Plaza.

As part of our e�orts to boost mall activity, from September

2020, some of our malls such as Pluit Village kick-started a

new ‘Park & Dine’ programme where shoppers could enjoy

a unique outdoor rooftop experience. Having ordered their

meal via the EZ Order app, sta� members would safely

bring customers their meal orders while abiding by safety

precaution measures, so that they could enjoy it from their

cars. Promotional activities, such as free parking, were also

conducted jointly with tenants to boost shopper tra±c.

Staying current with the use of new technology and

communication methods has been increasingly important

to our business continuity. It has facilitated in helping

our mall visitors, shoppers as well as sta� mitigate the

disruptions to their daily lives caused by the pandemic.

A portfolio-wide survey was conducted with LMIR

Trust’s shoppers and tenants to gather feedback on the

safety measures implemented, and their assessments on

the support rendered by the malls to help them adjust

to the pandemic and the related restrictions. You can

find the results of this survey on pages 63 to 66 of this

Annual Report.

SOCIAL



PANDEMIC CASE STUDY - LIPPO MALL KEMANG

Joining in the nationwide fight against the Covid-19

pandemic in Indonesia, LMIR Trust’s malls implemented

various measures to contain the spread of the virus and

to comply with the large-scale social restrictions imposed

across various provinces. Here is a closer look at the

measures implemented at Lippo Mall Kemang, a mid-sized,

fashion and lifestyle mall located in South Jakarta.

AT THE ONSET OF THE COVID-19 PANDEMICThe Covid-19 pandemic outbreak began in Indonesia

during the first quarter of 2020 and on 31 March, the

Indonesian government declared a national health

emergency over the pandemic. Measures such as large-

scale social restrictions (“PSBB” - Pembatasan Sosial Berskala

Besar) which involved limitations on social activities, border

closures, regional quarantines and a ban on foreign entry

restrictions were implemented.

Following the PSBB measures, LMIR Trust temporarily closed

all its 23 retail malls and seven retail spaces in Indonesia

from 27 March till 28 April while essential services such as

supermarkets, pharmacies, clinics and tenants providing

delivery orders, remained open but at shorter operating

hours, from 11.00 a.m. to 6.00 p.m.. However, due to the

continued spread of the virus, the closure was extended till

early June when the government started to lift the PSBB

restrictions gradually. Depending on PSBB within the local

provinces, some suburban malls were able to reopen for

operations since mid-May.

SUPPORTING OUR TENANTS DURING THE CLOSURETo help our tenants tide through the di±cult period, LMIR

Trust waived rental payments from tenants during the

closure period and o�ered a 40% discount on service

charges. Eligible tenants were allowed to restructure

their fixed rental leases into rentals based purely on gross

turnover for a temporary period and shorter tenure leases

were also o�ered.

REOPENING TO A NEW NORMALBy 3 July, all 23 retail malls and seven retail spaces of the

Trust had reopened, albeit with shorter 8-hour operations

rather than 12 hours and malls in core central Jakarta,

including Lippo Mall Kemang, were limited to a visitor

capacity of not more than 50%. At Lippo Mall Kemang,

most retail stores and F&B outlets had reopened while

entertainment outlets such as the cinema, kids-related

entertainment and gyms remain closed.

SOCIAL


Across all the retail properties, LMIR Trust mall managers

have put in place various measures to create a safe

environment for shoppers to carry out their activities and to

help tenants operate their business safely while providing

support for them to cope with the disruptions. Including

Lippo Mall Kemang, a comprehensive set of measures

covering the entire shopper’s journey was introduced.

From the point of entry to the use of escalators, to the

restrooms, retail shops, dining areas and even the carparks,

measures were implemented to enhance safety for the

visitors and to prevent the spread of infection.

Temperature Checks

All visitors need to have their

temperature checked at

designated entry checkpoints

of the mall

Dining Areas

Physical distancing markings

are provided ins ide the

restaurants and dining areas

to ensure adequate distancing

between visitors.

Touchless Buttons in Lifts and

Carparks

To reduce the spread of

the virus, the mall installed

touchless buttons in both the

lifts and the machines within

the carpark area.Personal Protective

Equipment for Sta¨

All frontline-staff, such as

sta� manning the information

counters or entry checkpoints,

are required to use standard

Personal Protective Equipment (“PPE”) when carrying

out their duties in order to maintain hygiene and safety.

Cleaning with Disinfectants

and UV-rays

The mall carried out regular

cleaning of common facilities

such as escalator handrails,

toilets, seating area and others,

using disinfectant and UV-rays.

Keeping Hands Clean

The mall provided more

opportunities for visitors to keep

their hands clean and sanitised

by providing hand-wash sinks

and hand sanitisers at various

strategic points in the mall area. They are accompanied

by signs to encourage visitors to wash or sanitise their

hands regularly.

Safety Protocols for Tenants’

Areas

Before entering the tenants’

areas, visitors must undergo

health and safety protocols

such as temperature-taking

and using of hand sanitisers. All sta� of the tenants are

also required to use standard PPE at work to maintain

hygiene and safety.

Safe Distancing Protocols

The mall implemented a general

rule of keeping a minimum

physical distance of one metre

from other shoppers. This is

applied in all situations and

waiting areas including queuing for the lifts and toilets,

standing within the lifts, using the escalators as well as

resting on benches.

SOCIAL



WELCOMING BACK SHOPPERSAs restrictions eased, Lippo Mall Kemang continued to

manage the return of the visitor crowd with caution. On one

hand, it implemented various initiatives to promote business

for the tenants. These include free parking, drive-through

take-away services for F&B tenants, shopping vouchers,

discounts, among others. On the other hand, the mall

remained vigilant on potential risks of infections. Between

14 September and 12 October, PSBB was re-imposed in

the Jakarta region due to rising number of cases. Lippo

Mall Kemang was una�ected as it was already operating

at the reduced visitor capacity limit of 50%.

We are seeing gradual shopper tra±c recovery, although

the shorter operating hours, capacity caps and ad-hoc

WELCOMEBACK

restrictions are expected to continue till at least until the

second quarter of 2021, with corresponding rental reliefs

and reduced service charges granted to tenants during

this period.

SCORECARD FOR LIPPO MALL KEMANGLMIR Trust conducted a survey in December with shoppers

and tenants to gather feedback on the safety measures

implemented and their assessments on the support rendered

by the malls to help them adjust to the pandemic and the

related restrictions. Among the malls included in the survey

was Lippo Mall Kemang. Here are the highlights of the

survey results:

SOCIAL

LMIR Trust conducted a survey in december with shoppers and tenants to gather feedback on the safety measures implemented and their assessments on the support rendered by the malls to help them adjust to the pandemic and the related restrictions.

LMIR Trust conducted a LMIR Trust conducted a

related restrictions.related restrictions.

PANDEMIC CASE STUDY - LIPPO MALL KEMANG (CONT’D)


SOCIAL

SHOPPER’S SURVEY

of shoppers find the safety measures implemented by the malls adequate or very good.

of shoppers said they feel safe shopping at Lippo Mall Kemang and

said they will return to the mall shop again.

Among the safety measures, shoppers are particularly satisfied with the cleanliness of the mall, implementation of temperature checks at the entrances, the enforcement of the wearing of face masks as well as the provision of water points and hand sanitisers at the mall entrance. In terms of safety measures which shoppers are not satisfied with, crowd control and queue management stood out as the key area of dissatisfaction

Among the promotional initiatives extended by the mall, shopping vouchers and free parking were the most popular, garnering

of all responses respectively.

81.5%

97.5%

47.7% & 32.2%94.1%

An overwhelming



TENANTS’ SURVEY In terms of specific measures:

of tenants find the overall support given by the mall operator adequate or very good.

of tenants find the safety measures adequate or very good, and that they are satisfied with the enforcement of mask-wearing and provision of sanitisers. Areas of improvement highlighted include security checks on incoming vehicles, on-the-spot testing of tenant sta¨, greater use of disinfectants and improving cleanliness of toilets.

of tenants find the level of communications from the mall operator adequate or very good, though information on mall promotions seemed inadequate, there could be more communications between the mall security team and tenants, and tenants could be given the opportunity to meet with the mall operator for discussions.

of tenants find post-reopening marketing support from the mall operator adequate or very good, with many tenants of the view that free parking was the largest draw of visitor tra�c, followed by the giving of shopping vouchers. Tenants also o¨ered other suggestions on marketing support such as o¨ering vouchers to visitors for taking swab tests, allowing tenants to promote themselves on the mall’s facilities like the LED screens, lifts and the marketing booths, creating community activities in the mall, organising a grand lucky draw and running social media campaigns.

The tenants are more satisfied with the level of communications regarding pandemic measures and the post-reopening marketing support. Areas of improvement highlighted include enforcement of mask-wearing especially among foreign customers; giving tenants access to the marketing booths on the ground floor; creation of more promotions and events, both physical and online, to boost sales; improving cleanliness of toilets and making the goods unloading arrangements more convenient and flexible.

72.0%

76.0%

84.0%

79.2%

Safety measures

Communications

Post-reopening marketing support

SOCIAL

PANDEMIC CASE STUDY - LIPPO MALL KEMANG (CONT’D)


SOCIAL

As the fight against the pandemic is still ongoing, it is

important to seek feedback from the ground on how

has the Trust performed in managing the e�ects of the

pandemic for shoppers and tenants, and what are the areas

that require improvements. The Trust conducted a round

of surveys with shoppers and tenants across the portfolio

to obtain their feedback. The information collected is

valuable and will be helpful towards formulating policies

and measures in handling the pandemic and generating

constructive dialogue between the mall management and

their tenants and shoppers.

Here are the highlights of the survey results:

Number of respondents:

SHOPPER’S SURVEY

shoppers across of shoppers find the safety measures implemented by the malls adequate or very good.malls

534 85.9%

21

Cleaniness of the mall

17%

Display of safe distancing guidelines

10%

Temperature checks at entrance of mall

20%Water/hand sanitisers at entrance of mall

15%

Wearing of face mask

16%

Hand sanitisers at common

areas of mall

12%

Covid-19 testing service

5%

Crowd control/

queue management

5% Others

0%

Key safety measures shoppers are not satisfied with

What safety measures are you satisfied with?

26.7%

16.9% 16.7%

39.7%

Covid-19 testing service

Cleaniness of the mall

OthersCrowd control/queue

management

PORTFOLIO-WIDE PANDEMIC SURVEY2020, being the year of the Covid-19 pandemic, provided

many new touchpoints between the Trust and its key

stakeholders through the measures the Trust implemented

to tackle the pandemic and prevent the spread of the virus.

The Indonesia Health Ministry’s implementation of large-

scale social restrictions (“PSBB” - Pembatasan Sosial Berskala

Besar) across various provinces to counter the spread of

the virus has directly impacted the activities of the Trust’s

tenants and shoppers, through the temporary mall closures,

reduced operating hours and movement restrictions. Across

all the retail properties, the mall managers have put in

place various measures to create a safe environment for

shoppers to carry out their activities and to help tenants

operate their business safely while providing support for

them to cope with the disruptions.



An overwhelming majority >98% of shoppers shared

that they feel safe after the implementation of the safety

measures and will return to shop at the malls.

To draw shoppers back into the malls, LMIR Trust’s mall

management has implemented various promotional

initiatives. Shoppers were most pleased with the issuing

Number of respondents: Breakdown of tenant sectors:

(survey was conducted with a selected group of six malls)

(36.4%) (31.1%, of which there are 2 supermarkets and 2 departmental stores)

(32.5%)154 F&B OTHERSFASHION

Very good

21%

Adequate

54%

Areas not satisfied with if rated ‘Inadequate’ or ‘Very Poor’

Areas satisfied

with if rated ‘Adequate’

or ‘Very Good’

Reopening Marketing Support - 43.2%

Communications – 31.6%

Reopening Marketing Support - 31.1%

Cleanliness of Public Areas - 22.5%

Safety Measures – 14.8%

Cleanliness of Public Areas - 27.2%

Safety Measures – 11.4%

Communications – 18.2%

Inadequate

3%Very poor

0%

Fair

22%

TENANTS’ SURVEY

Overall, how would you rate the support given by the Trust/Mall Operator during the pandemic period?

SOCIAL

of shopping vouchers (53.9% of votes) and the o�ering

of free parking (29.8%). Some of the other promotional

initiatives that shoppers were pleased with include freebies,

provision of a dedicated drive-through area for goods

collection, free souvenirs, movie tickets, F&B vouchers,

big discounts and free-Wi-Fi.

PORTFOLIO-WIDE PANDEMIC SURVEY (CONT’D)


SOCIAL

AREAS OF SUPPORT WHICH CAN BE IMPROVED(Feedback from Tenants’ Survey)

More marketing and promotional activities to draw more shoppers, given the impact of the pandemic on visitor tra�c

Cleanliness of toilets can be improved and timely repair

Better pest control measures

Better building maintenance

Security measures could be improved to control the shopping crowd

Safety measures can be stepped up and perhaps ‘safe shopping’ can become a competitive advantage

Enhance communication platform to tenants about latest measures for timely deliverance of information

Step up promotions on social media because during the pandemic people spend more time on social media

Collaboration with key opinion leaders to increase mall tra�c

Provide more resting areas for visitors to sit down and relax

Streamline tenant’s request approval

Give more access for tenants to operate marketing booths on the ground floor

Provision of live music as a way to draw shoppers back to the mall

O¨er a visible media platform for tenants to put up promotional ads in the mall, e.g. banners and billboards

Improve the communication of mall operating hours to shoppers during PSBB

Better social distancing measures to be enforced in F&B spaces because it gets quite crowded frequently

Tenants and mall manager to jointly create more cashback promotions for shoppers



AREAS OF SUPPORT WHICH CAN BE IMPROVED (CONT’D)

71.1% of tenant respondents rated the mall’s safety measures as ‘Adequate’ or ‘Very Good’.

78.9% of tenant respondents rated the mall’s level of communications as ‘Adequate’ or ‘Very Good’.

74.1% of tenant respondents rated the mall’s post-reopening marketing support as ‘Adequate’ or ‘Very Good’.

Shopping vouchers

Dedicated drive-through area for collection of

online ordersFree parking

Redemption of freebies, eg. mineral water

Others

0 10 20 30 40 50 60 70 80 90

Standard policy/guidlines

Information on mall promotions

Regular briefings/updates

Closure/reopening of mall

Safe distancing instructions

Safety measure procedures

Others

0 5 10 15 20 25 30 35 40 45 50

Regular cleaning of public areas

Enforcement of face mask use

0 20 40 60 80 100 120

Provision of hand santisers in public places

Temperature checks

Others

Which safety measures that you are satisfied with?(No. of response)

Which area of communications do you find lacking?(No. of response)

Which promotions do you think is most e§ective in bringing back shoppers?(No. of response)

SOCIAL

PORTFOLIO-WIDE PANDEMIC SURVEY (CONT’D)


SOCIAL

DIVERSE AND EQUAL OPPORTUNITY

OUR COMMITMENTEmployees are the core of our business operations and we

are committed to creating a fair, equitable, harmonious,

and conducive working environment for them. Embracing

diversity and inclusivity regardless of age, religion, gender,

race and nationality is the cornerstone of creating such an

environment. The Manager recognises the immense value

diversity brings to the business and believes that every

employee is able to o�er a significant value-add based on

their unique background, talent, expertise and experience.

OUR APPROACHTo build a workforce that is diverse and provides equal

opportunities, the Manager engages in fair employment

practices that are aligned with the Tripartite Alliance for

Fair Employment guidelines. Employees are selected on

the basis of merit, focusing on skills, experience and ability,

regardless of race, gender, age and nationality.

Comply with labour laws and abide by the Tripartite guidelines on fair employment practices

Reward employees based on their ability, performance, contribution, and experience

Provide employees with equal opportunities for training and development to achieve their full potential

Equal Growth Opportunity

Align practices with the Tripartite Alliance for Fair employment guidelines e.g. recruitment and selection of employees based on merit regardless of age, race, gender, religion, marital status and disability

Fair Employment

Fair Rewards

Regulatory Compliance



OUR PERFORMANCE

Workforce Snapshot

As at 31 December 2020, the Manager has 16 full time

employees and 1 contract employee. There are no part

time employees. 16 employees are based in Singapore

and 1 employee is based in Indonesia. Employee turnover

rate is low despite keen competition for talents in the

real estate investment trust (“REIT”) industry, and the

Manager’s fair employment practices and competitive

remuneration have helped to retain existing talents and

Gender

Age

FEMALE

30-49 YEARS OLD

CHINESE

SINGAPOREAN

OTHERS

FILIPINO

INDIAN

INDONESIAN

MALE

LESS THAN 30 YEARS OLD

Ethnicity

Nationality

MANPOWER BREAKDOWN

attract new employees. In addition, this has created a

vibrant, motivated and qualified workforce that gives LMIR

Trust a competitive edge.

In 2020, the Manager had two resignations and welcomed

two new sta� members. More than 50% of the employees

have been with the organisation for more than three years.

71% of the Manager’s workforce is aged between 30 and 49

with the remaining 29% below 30 years old. The employee

demographics are illustrated in the charts below, based

on Gender, Diversity and Age Profile.

77%

71%

15

12

1

1

1

1

23%

29%MALAYSIAN

(PERMANENT RESIDENT)

3

SOCIAL

DIVERSE AND EQUAL OPPORTUNITY (CONT’D)


EMPLOYEE TRAINING AND DEVELOPMENT

OUR COMMITMENTThe Manager believes that the continual learning and development of our employees is fundamental to building a successful organisation. We encourage our employees to pursue personal and professional development and are committed to investing the right resources to support their development process. As such, at the Manager level, employees are provided with a cohesive working environment and culture, adequate welfare benefits, as well as the appropriate job-related training to ensure they are better equipped with the necessary skills and knowledge to contribute e�ectively to the Manager’s performance.

OUR APPROACH

Employee Growth Journey We aim to create fulfilling careers for our employees in which they can grow both work-related skills and skills for personal growth. We view their career paths in a holistic manner and chart the various steps and milestones of their career journey accordingly.

We keep in close interaction with our employees to understand their respective directions and progresses. Performance appraisals are conducted for all employees where the respective heads of departments (“HODs”) will discuss work performance with their teammates, including work responsibilities, job improvement areas as well as their career aspirations. The respective HODs will also propose salary recommendations.

Training and Development To ensure that our employees have the capabilities and confidence to perform under different situations with excellence and to manage various challenges, we are committed to investing in employee training and development to build a competent, competitive and sustainable workforce.

To determine the type of training required for our employees to be adequately equipped with the foundational and functional competencies to perform their job, conducting a training needs analysis is the first step before employees are enrolled into the appropriate training programmes. We have created a culture of learning within the organisation and we constantly encourage our employees to look out for training or learning opportunities both locally and overseas to further enhance their knowledge and skills.

OUR PERFORMANCE

Fostering Teamwork The Manager believes a culture of teamwork is derived from fostering engagement and communication with the employees. This can be achieved through a combination of events and communication channels. Company sta� engagement events are typically organised throughout the year with the objective of interacting with our employees and providing team bonding opportunities. Work-From-Home arrangements due to the Covid-19 pandemic are also redefining the ways our employees collaborate and interact with each other.

Employee Wellness The Manager aims to provide a working environment that is healthy, safe and beneficial to the well-being of its sta�. As part of the Manager’s employee wellness initiatives, we have organised our annual programmes centred on the concepts of mental, physical and emotional wellness for our sta�.

Training and Development

AVERAGE HOURS OF TRAINING PER EMPLOYEE IN 2020

TRAINING ATTENDANCE FOR EMPLOYEES

6.6 94%(based on every employee attending at least one training)

SOCIAL

In 2020, our employees continued to attend training programmes on various topics such as Rules and Ethics, REITAS KPMG Webinar – Climate Related Risk Management and Disclosure, Singapore Budget, Principles of Making Good SGXNets Announcement, Impact of Covid-19 on Indonesia Business Continuity and Practical Legal Approach etc. However, due to the Covid-19 pandemic, training programmes were conducted online and training formats for our employees had to be adapted to Work-From-Home arrangements.

Attending these programmes allowed them opportunities to improve on their existing skills and knowledge and to remain relevant and updated for the ever-evolving REIT industry.



FOSTERING TEAMWORKIn 2020, the Manager continued to engage its sta� through various sta� engagement events, though the Work-From-Home arrangements meant several of the usual physical get-together activities had to be modified. Working from home also meant that communication channels had to be adapted to facilitate discussions and interactions.

Two company sta� engagement events were organised in 2020, each with 90% participation rate. These included:

Chinese New Year LuncheonThe Chinese New Year lunch get-together was the only sta� engagement activity in which employees physically attended. This was organised in January 2020 before the Circuit Breaker period.

Virtual Mid-autumn Festival

The mid-autumn festival gathering was modified into a

virtual event. Everyone from the employees to the senior

management to the Board of Directors attended the virtual

event conducted via video-conferencing app, Zoom. As

part of the event, one box of mooncakes was delivered

to every sta� member.

Christmas Log Cakes in place of

Annual Christmas Lunch

Christmas log cakes were delivered to every sta� during

the festive period as we were unable to host our annual

Christmas lunch.

SOCIAL

EMPLOYEE TRAINING AND DEVELOPMENT (CONT’D)


EMPLOYEE WELLNESSOur commitment to ensuring employee wellness was

represented through the following initiatives and activities:

Work-life Balance

The ‘Sunshine Friday’ initiative was implemented in January

to promote a better work-life balance for our employees.

Heads of Departments were given the discretion to make

the following arrangements with their sta� having taken

into consideration work exigencies plans: employees can

take three hours o� on one Friday every month, or they

can take an hour o� on every three Fridays, capped at

three hours per month.

Well-being

In 2020, to help our employees alleviate the stress and

uncertainty caused by the pandemic, and as part of our

ongoing e�orts to ensure the well-being of our workforce,

our employees were gifted cash vouchers to either enjoy a

staycation or a meal at Mandarin Orchard Hotel, allowing

them an opportunity to bond with family and friends.

Sports

Our yearly marathon participation, which started in

2019 could not take place due to the pandemic and the

restrictions on large-scale activities.

Flexible Benefits

We provide our employees with a wide range of life

and medical insurance plans under the flexible benefits

programme. Employees can complement their personal

medical insurance coverage with those that we provide

and also customise the benefits for their dependents.

Flexible Culture

The Manager believes in building an open and flexible

culture. To do so, in 2020, we have adapted with the times

and created a more flexible working culture through:

• FlexSpace - giving employees the option to either

work from home or at the o±ce

• FlexDress - allowing employees to dress

appropriately and comfortably for their day during

this period.

• FlexTime - giving our employees the freedom to

manage their time on a flexible basis as long as they

fall within the agreed working-hours.

Healthy Diet

Due to the Work-From-Home arrangements, the Manager

was unable to continue with the weekly fruit distribution

activity during the year. As a way of encouraging sta� to

continue eating and staying healthy, care packages of fruit

baskets and durians were delivered to our sta� and their

family members.

SOCIAL



CORPORATE GOVERNANCE

OUR COMMITMENTThe Manager observes the highest standard of corporate governance, which is vital to the sustainability of LMIR Trust and the interests of the Trust’s diverse pool of stakeholders.

OUR APPROACH

Corporate GovernanceThe Manager ensures that the business of LMIR Trust is conducted in a proper and e±cient manner, adhering to the principles and guidelines of the Code of Corporate Governance 2012 (the “CG Code”) and other applicable laws and regulations, including the Singapore Exchange Securities Trading Limited’s (SGX-ST) Listing Manual (“Listing Manual”), the Code on Collective Investment Schemes (the “Code on CIS”) and the Securities and Futures Act (“SFA”).

A revised Corporate Governance Code was issued in August 2018 (“2018 Code”), with key amendments in areas including Board composition of independent directors, remuneration disclosures of the Board and key management personnel as well as stakeholders’ engagement. In line with the recommendations of the Code, our revisions include:

• Audit & Risk Committee (ARC) Terms of Reference;• Nomination & Remuneration Committee (NRC) Terms

of Reference;• Board and Board Committee Evaluation Form;• Board Diversity Policy;• Terms of Reference for Chairman, CEO and Lead

Independent Director;• Policy on the multiple directorships For more details on LMIR Trust’s corporate governance, please refer to pages 80 to 105 of this Annual Report.

Management Approach The Board and management are dedicated in conducting business with integrity and business ethics consistently, ensuring that LMIR Trust complies with all relevant laws and regulatory requirements. This helps to set the tone at the top of the organisation, shaping a culture of responsibility among all employees.

Code of Business Conduct and Ethics The Manager has an internal code of business conduct and ethics forming the Manager’s business principles and practices on matters which may have ethical implications.

The code provides a clear and concise framework for sta� to observe the Manager’s principles such as integrity and accountability at all levels of the organisation and in conducting their day-to-day work.

The code provides guidance on issues such as:

• Compliance with all relevant laws and regulations such as the Code of Corporate Governance 2018, SGX-ST Listing Manual and those of the Monetary Authority of Singapore

• Conflict of interests and the appropriate disclosures and reporting to be made

• The Manager’s stance against bribery and corruption and the reporting guidelines of actual or suspected wrongdoing

• Adherence to the Manager’s policy on Employee Conduct, Confidentiality, Personal Trading, Personal Data Protection and Whistle Blowing

• Compliance to guidelines on contracting with Associated Persons, related party transactions and outsourcing arrangements

OUR PERFORMANCEIn 2020, there were zero incidents of fraud and corruption across our business operations and the Manager will continue to maintain its target of zero incidents of bribery or corruption involving our Employees.

“The Company adopts a zero-tolerance approach to bribery and corruption of any form as reflected in this anti-bribery / anti-corruption policy.

This Policy applies to all employees, o�cers and directors of the Company (“Employees”).

Consultants and all other service providers that perform services for or on behalf of the Company (collectively, “Associated Persons”) are also expected to comply with this Policy.”

LMIR Trust’s Code of Conduct

GOVERNANCE


REGULATORY COMPLIANCE

OUR COMMITMENT Recognising that non-compliance with laws and regulations can have significant adverse impact on the Trust’s reputation, business continuity and financial performance, high emphasis is placed on regulatory compliance in all our business operations and we have zero-tolerance for non-compliance. Through ensuring business continuity, we are safeguarding the interests of various stakeholders such as our Unitholders, employees, tenants and business partners.

OUR APPROACHLMIR Trust and the Manager comply with applicable laws and regulations, including the Listing Manual, Code on CIS SFA and conditions of the Capital Markets Services Licence of the Manager issued by the Monetary Authority of Singapore, as well as the tax rulings issued by the Inland Revenue Authority of Singapore. As LMIR Trust owns retail property assets in Indonesia, it must also comply with the relevant laws and regulations in Indonesia.

The Manager has in place a set of relevant policies and procedures to ensure that regulations are observed. It achieves compliance through ensuring that its Board of directors are competent and well-informed in regulatory matters. This is achieved through a strong selection of directors who are professionals and business leaders with diverse backgrounds so that they possess the necessary mix of knowledge and expertise to tackle regulatory issues relating to the business. It also schedules the Board directors

to attend update sessions, trainings or seminars so that they are well-informed of the latest regulatory changes which enable them to advise the Trust in various situations and minimise impact of such regulatory changes.

OUR PERFORMANCEIn 2020, we reported zero incidents of non-compliance with any relevant laws and regulations for which significant fines or non-monetary sanctions would be issued to the Manager for non-compliance. Moving forward, the Manager intends to maintain its record of zero non-compliance breaches.

GOVERNANCE



BOARD GOVERNANCE

OUR COMMITMENT The Board of the Manager, being a key decision-making

and advisory body of the Trust, forms an integral part of

its engine for growth and sustainability. The Manager is

committed to ensure the Board fulfils various requirements

so that it is able to perform its duties in the best interest

of the Trust. These requirements include the diversity,

independence, commitment and renewal of the board

members. It is also committed to ensuring a robust system

of training and development, decision-making and approval

structure, as well as performance evaluation so that the

Board is optimally e�ective in the discharge of its duties.

OUR APPROACHThe Manager governs the Board along a set of key pillars,

which include the Board’s conduct of affairs, Board

composition and guidance, duties of the Chairman

and Chief Executive Officer, Board membership and

Board performance. For full details on LMIR Trust’s board

governance principles, policies and practices, please refer to

pages 80 to 89 in the Corporate Governance section of this

Annual Report.

An Overview of Board Governance and its Key Components

BOARD GOVERNANCE

CONDUCT OF AFFAIRS

DECISION-MAKING AND APPROVALS

RENEWAL & SUCCESSION PLANNING

INDUCTION, TRAINING AND DEVELOPMENT

REVIEW OF DIRECTORS’ INDEPENDENCE

INDEPENDENCE OF MEMBERS

BOARD & BOARD COMMITTEE EVALUATION

DIVERSITY

DUTIES & RESPONSIBILITIES

BOARD COMMITTEES

NOMINATION & SELECTION OF DIRECTORS

ACCESS TO INFORMATION

TIME COMMITMENT

BOARD GUIDANCE

INDIVIDUAL DIRECTOR EVALUATION

COMPOSITION & GUIDANCE

CHAIRMAN & CEO

MEMBERSHIP

PERFORMANCE

GOVERNANCE


OUR PERFORMANCESelected performance indicators for FY 2020:

Meetings Attendance Record • Board meetings (8 in total) – 100% attendance• ARC meetings (4 in total) – 100% attendance• NRC meetings (1 in total) – 100% attendance• Annual General Meeting (1 in total) – 100% attendance

Training & Development • Completion of compulsory directors’ training (by SID) for Chairman and CEO

• Directors attended several seminars and conferences such as ACRA-SGX-SID Audit Committee Seminar 2020, REDAS Property Valuation Fundamental, Rules and Ethics, SID Director Conference etc

Board Diversity • 3 out of 5 directors are independent• 1 out of 5 directors is female

Board Renewal • 2 directors reached 9-year tenure in FY 2020 (Mr Lee Soo Hoon Phillip and Mr Goh Tiam Lock)

• Both retired in July 2020 and two new independent directors were appointed – Mr Mark Leong Kei Wei and Mr Sandip Talukdar

Directors’ Time Commitment • 10 => 6: Reduced maximum number of listed company board representations allowed for a director.

GOVERNANCE



CONSERVATION OF WATER AND ENERGY

OUR COMMITMENT Being in the retail mall business, our business activities

generate significant carbon footprint and usage of

resources. Due to the wide range of stakeholders the Trust

interacts with, including employees, co-partners, shoppers

and tenants, the LMIR Trust has the potential to make a

significant contribution towards fighting climate change

and preserving the environment. While dealing with the

Covid-19 pandemic was a key issue during 2020, LMIR Trust

remained committed to doing its part for environmental

protection and conserving the earth’s precious resources,

so as to achieve sustainability for the long term.

OUR APPROACHWater and electricity usage constitute the key environmental

footprint created by our properties. Across our retail

properties, electricity is needed to run our lighting, air-

conditioning units and other essential building features

such as lifts, escalators and air handling units. Water is used

in our common amenities as well as by various tenants.

We manage the usage of energy and water by tracking

energy and water consumption at our properties since

2015, investing in energy-saving products and driving water

use e±ciency in our operations. Most of our malls have

been installed with energy-saving Light Emitting Diode

(“LED”) lights and we are continuing with this installation

at the rest of our properties. Regular maintenance for the

air-conditioning and ventilation units is also scheduled to

ensure optimal and e±cient energy use.

OUR PERFORMANCEIn FY 2020, we saw energy consumption and water

consumption for the common areas of our portfolio

declining 41.2% and 43.4% respectively. This was largely

due to the temporary closure of our malls between March

and June, conservation of energy and water due to shorter

mall operating hours and the divestment of Pejaten Village

in July and Binjai Supermall in August.

For our energy consumption, we will continue to conserve

the usage of electricity with the move to replace all

fluorescent lights in its malls to energy-saving LED lights.

Looking ahead, the Trust is working on achieving green

certifications such as Greenship certification across LMIR

Trust portfolio over coming years. Gajah Madah Plaza, which

will be undergoing an asset enhancement initiative (“AEI”)

in 2021, has committed to make major changes to its M&E

system to become more energy-e±cient, following the AEI

completion in 2023. The Trust is also exploring to provide

electric vehicle charging stations within suitable malls.

ENVIRONMENTAL


FY 2017

FY 2017

FY 2018

FY 2018

FY 2019

FY 2019

FY 2020

FY 2020

241,410

0.36

255,393

0.29

246,716

0.28

151,464

0.17

37,81656,056 55,73750,754

1,633,206

Common Area Energy Consumption (MWh)

Tenant Area Energy Consumption (MWh)

Common Area Energy Use Intensity at our Properties (MWh/m2)

ENERGY CONSUMPTION

WATER CONSUMPTION

Note: FY 2017 energy consumption excludes newly-acquired properties Lippo Plaza Kendari, Lippo Plaza Jogja and Kediri Town Square

Note: FY 2017 water consumption excludes newly-acquired properties Lippo Plaza Kendari, Lippo Plaza Jogja and Kediri Town Square

1,184,0111,313,703

1,857,897

2.14

1,050,953

643,368

1.161,700,904

2.44

1,203,133

1.95

Common Area Water Consumption (m3)

Tenant Area Water Consumption (m3)

Water Use Intensity at our Properties (m3/m2)

ENVIRONMENTAL


GRI Standard Disclosure Title Page Reference & RemarksORGANISATIONAL PROFILEDisclosure 102-1 Name of the Organisation About LMIR Trust, Page 1 Disclosure 102-2 Activities, brands, products, and services About LMIR Trust , Page 1Disclosure 102-3 Location of headquarters Corporate Information, Page 40 Disclosure 102-4 Location of operations Portfolio Overview, Page 22 Disclosure 102-5 Ownership and legal form Trust Structure, Page 41 Disclosure 102-6 Markets served Portfolio Overview, Page 22 Disclosure 102-7 Scale of the Organisation Diverse and equal opportunity, Page 67 Disclosure 102-8 Information on employees and other

workersDiverse and equal opportunity, Page 67

Disclosure 102-9 Supply Chain Not significant to report on.Disclosure 102-10 Significant changes to the organisation

and its supply chainNot Applicable

Disclosure 102-11 Precautionary Principle or approach Risk Management, Page 38

Disclosure 102-12 External initiatives None Disclosure 102-13 Membership of associations REITAS STRATEGYDisclosure 102-14 Statement from senior decision maker Board’s Statement, Page 44Disclosure 102-15 Key impacts, risks, and opportunities Board’s Statement, Page 44 ETHICS AND INTEGRITYDisclosure 102-16 Values, principles, standards, and norms

of behaviourBoard’s Statement, Page 44; Corporate Governance report,

Disclosure 102-17 Mechanisms for advice and concerns about ethics

Corporate Governance report, Page 80

GOVERNANCEDisclosure 102-18 Governance structure Corporate Governance Report, Page 80STAKEHOLDER ENGAGEMENTDisclosure 102-40 List of stakeholder groups Stakeholder Engagement, Page 48 Disclosure 102-41 Collective bargaining agreements No collective bargaining agreements are in place. Disclosure 102-42 Identifying and selecting stakeholders Stakeholder Engagement, Page 48 Disclosure 102-43 Approach to stakeholder engagement Stakeholder Engagement, Page 48 Disclosure 102-44 Key topics and concerns raised Stakeholder Engagement, Page 48 REPORTING PRACTICEDisclosure 102-45 Entities included in the consolidated

financial statementsFinancial Contents, Page 107

Disclosure 102-46 Defining report content and topic boundaries

About This Report, Page 43

Disclosure 102-47 List of material topics Material Topics – At A Glance, Page 52Disclosure 102-48 Restatements of information None Disclosure 102-49 Changes in reporting None Disclosure 102-50 Reporting period About This Report, Page 43 Disclosure 102-51 Date of most recent report This is Company’s fourth sustainability report. Disclosure 102-52 Reporting cycle AnnualDisclosure 102-53 Contact point for questions regarding the

reportCorporate Information, Page 40

Disclosure 102-54 Claims of reporting in accordance with the GRI Standards

About This Report, Page 43

Disclosure 102-55 GRI content index GRI Content Index, Page 78Disclosure 102-56 External assurance Not sought

GRI CONTENT INDEX



GRI Standard Disclosure Title Page Reference & RemarksMANAGEMENT APPROACHDisclosure 103-1 Explanation of the material topic and

its BoundaryBusiness Performance, Page 54Pandemic-related Support, Page 55Diverse and Equal Opportunity, Page 67Employee Training and Development, Page 69Corporate Governance, Page 72Regulatory Compliance, Page 73Board Governance, Page 74Conservation of Energy and Water, Page 76

Disclosure 103-2 The management approach and its components

Disclosure 103-3 Evaluation of the management approach

ECONOMIC PERFORMANCEDisclosure 201-1 Direct economic value generated and

distributedBusiness Performance, Page 54 Sustainability Report, Corporate Governance, Page 72

ANTI-CORRUPTIONDisclosure 205-1 Operations assessed for risks related to

corruptionCorporate Governance Report, Page 80

Disclosure 205-2 Communication and training about anti-corruption policies and procedures

Disclosure 205-3 Confirmed incidents of corruption and actions taken

ENERGYDisclosure 302-1 Energy consumption within the

organisationConservation of Energy and Water, Page 76

Disclosure 302-3 Energy intensity Conservation of Energy and Water, Page 76Disclosure 302-4 Reduction of energy consumptionDisclosure 302-5 Reductions in energy requirements of

products and servicesWATER AND EFFLUENTSDisclosure 303-5 Water consumption Conservation of Energy and Water, Page 76EMPLOYMENTDisclosure 401-1 New employee hires and employee

turnoverDiverse and Equal Opportunity, Page 67 Employee Training and Development, Page 69

Disclosure 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees

Disclosure 401-3 Parental leaveOCCUPATIONAL HEALTH AND SAFETY Disclosure 403-6 Promotion of worker health Pandemic-related Support, Page 55

Employee Training and Development, Page 69Disclosure 403-7 Prevention and mitigation of

occupational health and safety impacts directly linked by business relationships

TRAINING AND EDUCATIONDisclosure 404-1 Average hours of training per year per

employeeEmployee Training and Development, Page 69

Disclosure 404-2 Programmes for upgrading employee skills and transition assistance programmes

Disclosure 404-3 Percentage of employees receiving regular performance and career development reviews

DIVERSITY AND EQUAL OPPORTUNITYDisclosure 405-1 Diversity of governance bodies and

employeesDiverse and Equal Opportunity, Page 67 Board Governance, Page 74


LMIRT Management Ltd (the “Manager” or “LMIRT Management”) is appointed as the manager of Lippo Malls Indonesia Retail Trust (“LMIR Trust”) in accordance with the terms of the trust deed constituting LMIR Trust dated 8 August 2007, as amended or supplemented (the “Trust Deed”). The Manager is committed to upholding high standards of corporate governance in the business and operations of the Manager, LMIR Trust and its subsidiaries (“LMIR Trust Group”) so as to protect the interest of, and enhance the value of Unitholders’ investments in LMIR Trust.

LMIR Trust is a real estate investment trust (“REIT”) listed on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the Manager is an indirect wholly-owned subsidiary of PT Lippo Karawaci Tbk, the flagship company of diversified Indonesian conglomerate, Lippo Group, and sponsor to LMIR Trust.

The Manager is licensed under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) to conduct real estate investment trust management with effect from 6 May 2010 and its officers are authorised representatives.

The Manager has general powers of management over the assets of LMIR Trust. The Manager’s key responsibility is to manage LMIR Trust’s assets and liabilities for the benefit of Unitholders, with a focus on delivering a stable and sustainable distribution to Unitholders and, where appropriate, enhance the values of existing properties and increase the property portfolio over time.

The other functions and responsibilities of the Manager include preparing annual asset plans and undertaking regular individual asset performance analysis and market research analysis, managing finance functions relating to LMIR Trust (which include capital management, treasury, co-ordination and preparation of consolidated budgets) and supervising the property manager who performs the day-to-day property management functions for the properties of LMIR Trust.

The Manager ensures that the business of LMIR Trust is carried on and conducted in a proper and efficient manner, adhering to the principles, guidelines and recommendations of the Code of Corporate Governance 2018 issued by the Monetary Authority of Singapore (“MAS”) on 6 August 2018 (the “2018 CG Code”) and other applicable laws and regulations, including the Listing Manual of SGX-ST (the “Listing Manual”), the Code on Collective Investment Schemes issued by the MAS (the “CIS Code”), in particular, Appendix 6 of the CIS Code (the “Property Funds Appendix”) and the SFA. The Manager is committed to good corporate governance as it believes that such self-regulation is essential in protecting the interests of Unitholders and is critical to the performance of the Manager.

This report sets out the Manager’s corporate governance practices for the financial year ended 31 December 2020, with specific reference to the 2018 CG Code. Save for the provisions in relation to the disclosures of remuneration for CEO and Key Management Personnel, the Manager has complied with the principles and provisions of the 2018 CG Code in all material aspects.

(A) BOARD MATTERS

THE BOARD’S CONDUCT OF AFFAIRS

Principle 1

The board of directors of the Manager (the “Directors”, and the board of Directors, the “Board”) is collectively responsible for the business affairs and long-term success of LMIR Trust and the Manager.

As the Board exercises stewardship of the Manager, it establishes values, standards and a code of conduct so that the Manager and its personnel conduct themselves at the highest professional and ethical standards in order to meet their obligations to Unitholders and other stakeholders. The code of conduct puts in place deals with issues such as compliance of laws, confidentiality, conduct and work discipline, conflicts of interest and anti-bribery/anti-corruption.

CORPORATE GOVERNANCE REPORT


CORPORATE GOVERNANCE REPORT (CONT’D)

The Board has also reviewed and considered sustainability issues in the environment, social and governance aspects driving LMIR Trust’s business. The Board is pleased to present LMIR Trust’s sustainability report for the financial year ended 31 December 2020 (“FY 2020”). More information on the material sustainability issues are set out in the Sustainability Report on pages 42 to 79 of this Annual Report.

The Board is involved strategically in the business direction and establishment of performance objectives for both LMIR Trust and the Manager, financial planning, budget creation and monitoring, material operational initiatives, investment and asset enhancement initiatives, and financial and operational performance reviews. It establishes a framework of prudent risk management policies and procedures (covering different aspects of risk including operational, investment, credit and capital management) to enable the Manager and LMIR Trust to assess and address risks effectively to ensure LMIR Trust’s assets and Unitholders’ interests are safeguarded.

Board Approval

In addition to its statutory responsibilities, matters which require the Board’s approval are as follows:

(1) all acquisitions, investments, disposals and divestments;

(2) unit issuances, distributions and other returns to Unitholders;

(3) corporate and financial restructuring;

(4) fund raising for new acquisitions and/or refinancing;

(5) approving and assessing LMIR Trust’s/Manager’s performance budgets;

(6) the adequacy of internal controls, risk management, financial reporting and compliance;

(7) assumption of corporate governance responsibilities; and

(8) matters which involve a conflict of interest for a controlling Unitholder or a Director.

The Board has a clear fiduciary duty to act in the interest of the Manager and LMIR Trust, and all Directors have been objectively discharging their duties and responsibilities at all times. The Directors are collectively and individually obliged to act honestly, with diligence, and in the best interest of the Manager. The Board has delegated certain responsibilities and limits for ease of operational efficiency (such as certain expenditure for regular maintenance of the properties and for expenses) to the Chief Executive Officer (“CEO”)/Executive Director and the management team (“Management”). The Board continues, however, to maintain an oversight over such costs through regular reporting.

The Board has also examined the relationships or circumstances under which the Directors are involved and has confirmed that no such relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgment. The Board has put in place requirements that all Directors should disclose to the Board as and when any such relationship or circumstance arises. In the event of conflict of interest arising in respect of a matter under consideration by the Board, the Director concerned shall comply with disclosure obligations and shall recuse himself/herself from participating in the Board’s deliberation and decision on the matter.



Board and Board Committees

The Board has established the Audit and Risk Committee (“ARC”) and the Nominating and Remuneration Committee (“NRC”) (collectively, the “Board Committees”) with clear written terms of reference to assist it in the discharge of its functions. The compositions and duties of these committees are described in this CG Report. Membership of these Board Committees is managed to ensure an equitable distribution of responsibilities among Board members so as to maximise the effectiveness of the Board and to foster active participation and contribution from Board members. Each of these Board Committees operates and makes decisions on certain board matters under delegated authority from the Board with the Board retaining overall oversight. These Board Committees report their decisions and recommendations for the Board’s final endorsement and approval.

On 13 April 2020, the Manager announced that it will continue with the quarterly reporting of LMIR Trust’s financial results on a voluntary basis notwithstanding the amendments to the listing rules of the Listing Manual which came into effect on 7 February 2020 that LMIR Trust is no longer required by SGX-ST to perform quarterly reporting. Hence, the ARC and Board continues to conduct quarterly scheduled meetings.

If a Director is unable to attend a meeting, he/she will still receive all the papers and materials for discussion for that meeting for review. He/She will advise the Chairman of the Board or Board Committees or CEO on his/her views and comments on the matters to be discussed or to be conveyed to other members at the meeting. The constitution of the Manager permits the Directors to participate via teleconferencing or video conferencing, if necessary. Time is set aside for discussions amongst the Non-Executive Directors without the presence of Management at the end of each scheduled Board meeting. The Board and Board Committees may also make decisions by way of resolutions in writing. In addition to the meetings, the Directors have access to Management throughout the year, thereby allowing the Board continuous strategic oversight over the activities of LMIR Trust. A total of fourteen Board meetings were held in FY 2020. Additional board meetings on top of the quarterly meetings were held during the financial year under review to discuss LMIR Trust’s budget, operations of the Trust’s portfolio in light of Covid-19 pandemic, issuance of bond, rights issue as well as acquisitions and divestments.

The attendance record of the Directors at meetings of the Board and Board Committee meetings in FY 2020 is set out below:

Name of Directors

Board MeetingAttendance / No.

of Meeting held

Audit and RiskCommittee

MeetingAttendance / No.of meetings held

Nominating andRemuneration

MeetingAttendance / No.of meetings held

GeneralMeeting

Attendance / No.of meetings held

Mr Murray Dangar Bell 14/14 4/4 4/4 2/2Ms Gouw Vi Ven 14/14 4/4(1) 4/4 2/2Mr Goh Tiam Lock* 6/6 3/3 3/3 1/1Mr Lee Soo Hoon, Phillip* 6/6 3/3 3/3(1) 1/1Mr Liew Chee Seng James 14/14 4/4(1) 4/4(1) 2/2Mr Mark Leong Kei Wei** 9/9 2/2(2) 1/1(1) 1/1Mr Sandip Talukdar** 9/9 2/2(2) 1/1 1/1

Note:

* Resigned on 31 July 2020

** Appointed on 15 July 2020

(1) Attendance by invitation.

(2) Mr Mark Leong Kei Wei and Mr Sandip Talukdar attended an ARC meeting as an invitee before their appointment.



Induction, Training and Development

The Board and NRC place great emphasis on a proper induction and orientation of new Directors and continued training of existing Directors. Upon appointment, a Director is provided with a formal letter of appointment as well as information on matters relating to the role of a Director (including his/her role as executive, non-executive and independent director, as applicable). Newly appointed Directors are required to undertake an induction programme to familiarise themselves with the Manager’s business and strategies. This includes meeting with the Board members and briefings by Management. Likewise, site visits are organised to familiarise Directors with LMIR Trust’s properties and to facilitate better understanding of the operations of LMIR Trust and its subsidiaries. Mr Mark Leong Kei Wei and Mr Sandip Talukdar joined the Board during the financial year, however, site visits were not carried out due to travel restriction imposed in Indonesia in connection with the Covid-19 pandemic. The Manager would make the necessary arrangements for site visits for the newly-appointed director once the border restrictions are lifted.

For new Directors who do not have prior experience as a director of a public listed company in Singapore, they will also attend the mandatory training courses organised by the Singapore Institute of Directors (“SID”) or other training institutions, where appropriate, in connection with their duties. Both Mr Murray Dangar Bell and Mr Liew Chee Seng James who were appointed as Director in FY 2019 had completed the compulsory directors’ training organized by SID in 2020. Arrangement had been made for Mr Sandip Talukdar who was appointed as Director during the financial year to attend the mandatory training by SID. He will be completing the mandated training within one year from the date of his date of appointment.

On an ongoing basis, Directors are also briefed on any changes to regulations, policies and accounting standards that affects LMIR Trust or have an important bearing on the Manager’s or Directors’ disclosure obligations during Board meetings or at specially-convened sessions by Management or relevant professionals. All Board members are encouraged to receive regular training, particularly on relevant new laws, regulations and changing commercial risks, from time to time. The Board is mindful of the best practice in the Code to initiate programmes for Directors to meet their relevant training needs. In this regard, the Manager is supportive of the Directors’ participation in relevant conferences and seminars, and will fund the Directors’ attendance at any course or training programme in connection with their duties as Directors.

In FY 2020, the Directors attended several seminars and conferences such as the ACRA-SGX-SID Audit Committee Seminar 2020, REDAS Property Valuation Fundamental, Rules and Ethics, SID Director Conference, etc.

Access to Information

The Board is provided with complete, adequate and timely information through regular updates on financial results, market trends and business developments prior to any Board meeting and/or when necessary. Any material variances between the projections and actual results are disclosed and explained. Management provides timely, adequate and complete information to the Board relating to the Board affairs and matters requiring its decision or approval. Reports such as, but not limited to, the operations and financial performance of LMIR Trust, are likewise provided. Prompt communication to the Directors outside of Board meetings is made through several mediums such as email, teleconferencing and video conferencing.

The Manager’s policy is to furnish the Directors with board papers at least one week prior to Board meetings in order to give them ample time to prepare for the Board meetings. This will enable them to peruse the contents of the reports and papers to be presented during the Board meetings and provide an opportunity for relevant questions and discussions to take place in the Board meeting. Proposals on certain corporate undertakings are likewise provided to the Directors prior to the Board meetings set for this purpose.

The appointment and removal of the Company Secretary of the Manager is a matter for the Board to decide as a whole. The Company Secretary (or his nominee) attends to corporate secretarial administration and corporate governance matters, attends all Board and Board Committee meetings and provides relevant and complete information to the Directors in a timely manner when requested. The Board has separate and independent access to Management and the Company Secretary at all times and vice versa.



The Board, whether individually or as a group, also has access to independent professional advice where appropriate, and at the Manager’s expense.

BOARD COMPOSITION AND GUIDANCE

Principle 2

The Board, through the NRC, periodically reviews the size, structure and composition of the Board, to ensure that the size of the Board is appropriate in fully discharging its functions and facilitating effective decision making for the Manager and that the Board has a strong independent element.

The Board presently consists of five Directors, of whom three (including the Chairman) are Independent Directors. In relation to gender diversity, one out of the five Directors is a female. Accordingly, more than half of the Board is made up of Independent Directors. There is a strong and independent element on the Board, capable of exercising objective judgement on corporate affairs independently of the LMIR Trust. The Board’s views and opinions often provide different perspectives to the LMIRT Trust’s business. No individual or small group of individuals dominates the Board’s decision-making. There is no alternate director appointed. The Board comprises the following members:

Name of Directors Nature of Designation Appointment DateMr Murray Dangar Bell Lead Independent Director,

Chairman of the Board, Chairman of the NRC

Appointed as Lead Independent Director, ARC Member and NRC Member on 1 November 2019; Appointed as Chairman of the Board on 31 December 2019; andAppointed as Chairman of the NRC on 31 July 2020

Ms Gouw Vi Ven Non-Executive Non-Independent Director

Re-designated from Executive Director to Non-ExecutiveNon-Independent Director on 31 December 2019; and Appointed as NRC Member on 31 December 2019

Mr Mark Leong Kei Wei Independent Director, Chairman of the ARC

Appointed as Independent Director on 15 July 2020; and Appointed as Chairman of the ARC on 31 July 2020

Mr Sandip Talukdar Independent Director Appointed as Independent Director on 15 July 2020; andAppointed as ARC Member and NRC Member on 31 July 2020

Mr Liew Chee Seng James Executive Director and Chief Executive Officer (“CEO”)

Appointed as Chief Executive Officer on 1 May 2019; andAppointed as Executive Director on 31 December 2019

The profiles of the Directors are set out on pages 16 to 19 of this Annual Report.

Independence

The Board, through the NRC, assesses the independence of each Director, on an annual basis based on a declaration provided, bearing in mind the 2018 CG Code’s definition of an “independent director” and guidance as to the existence of relationships which would deem a Director not be independent, the Listing Manual as well as Regulations 13D to 13H of the Securities and Futures (Licensing and Conduct of Business) Regulations (the “SFLCB Regulations”) (the “Enhanced Independence Requirements”).



Under the 2018 CG Code, a Director who has no relationship with the Manager, its related companies, its 5% shareholders/unitholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgment in the best interests of LMIR Trust, is considered to be independent. In addition, under the Enhanced Independence Requirements, an independent director is one who:

(i) is independent from any management and business relationship with the Manager and LMIR Trust;

(ii) is independent from every substantial shareholder of the Manager and every substantial Unitholder of LMIR Trust;

(iii) is not a substantial shareholder of the Manager or a substantial Unitholder of LMIR Trust; and

(iv) has not served on the Board for a continuous period of nine years or longer.

Based on a review of the relationships between the Directors, the Manager and LMIR Trust in accordance with the requirements of the Code and the Enhanced Independence Requirements, the Board has determined each of Mr Murray Dangar Bell, Mr Mark Leong Kei Wei and Mr Sandip Talukdar (1) has been independent from management and business relationships with the Manager and LMIR Trust, (2) has not been a substantial shareholder of the Manager or a substantial unitholder of LMIR Trust, and (3) has been independent from every substantial shareholder of the Manager and substantial unitholder of LMIR Trust.

The Board has determined Ms Gouw Vi Ven as non-independent by virtue that she held the appointment of Chief Executive Officer until 1 May 2019 and as an Executive Director until she was re-designated as Non-Executive Director on 31 December 2019.

Mr Liew Chee Seng James is determined as not independent by virtue of his CEO appointment.

None of the Directors have served on the Board for a continuous period of 9 years.

Board Diversity

The Board has put in place a Board Diversity Policy which sets out the approach to diversity of the Board. The Board Diversity Policy would be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. The Board, through NRC, aims to ensure that there is an optimal blend in the Board of background, experience, skills expertise, independence and knowledge in business, banking and finance, real estate and management skills critical to LMIR Trust’s business and that each Director can bring to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made in the interest of LMIR Trust.

The Board considers that the present composition of the Board and of each Board committee provides an appropriate balance and mix of skills, knowledge, experience and other aspects of diversity such as age and gender, taking into account the nature and scope of the LMIR Trust’s operations, requirements of the business and the need to avoid undue disruptions from changes to the composition of the Board and Board committees. The Board also considers the current size of the Board and of each Board committee ideal for effective debate and decision-making. The Directors bring with them a wide spectrum of industry knowledge and skills, experience in accounting, finance, business strategies, management expertise, real-estate based experience, knowledge of the LMIR Trust and objective perspective to effectively lead and direct the Trust.



Board Guidance

The Non-Executive and Independent Directors contribute to the board process by monitoring and reviewing Management’s performance. For the financial year under review, the Non-Executive and Independent Directors have constructively challenged Management’s proposals and decisions and reviewed Management’s performance. They have unrestricted access to Management for any information that they may require to discharge their oversight function effectively. Given that the majority of the Directors are non-executive and independent, this enables Management to benefit from their external, diverse and objective perspectives on issues that are brought before the Board. It also enables the Board to work with Management through robust exchange of ideas and views to help shape the strategic process. This, together with a clear separation of the roles between the Chairman and the CEO, provide a healthy professional relationship between the Board and Management, with clarity of roles and robust oversight as they deliberate on the business activities of the Manager.

Meeting of Directors without Management

The Non-Executive Directors would meet without the presence of Management or Executive Directors at each Board meeting. The Chairman of the Board who is also Non-Executive Director would feedback to the CEO on any concerns or feedbacks raised by Non-Executive Directors during such meeting.

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Principle 3

To maintain due accountability and capacity of the Board for independent decision making, the roles and responsibilities of the Chairman and the CEO are clearly segregated and held by different individuals. The Board has set out in writing the division of roles and responsibilities of the Chairman and CEO.

The Chairman of the Board is responsible for the leadership of the Board and to ensure overall effectiveness of the Board in discharging its duties. This includes setting the agenda of the Board in consultation with the CEO and promoting constructive engagement among the Directors as well as between the Board and CEO on strategic issues and discussions. The Chairman of the Board plays a significant leadership role by providing clear oversight, direction, advice and guidance to the CEO on strategies. The Chairman of the Board ensures effective communication with Unitholders and leads discussions with them. He also takes a leading role in promoting high standards of corporate governance with the full support of the Directors and Management. The Chairman is not part of the Management.

The CEO, Mr Liew Chee Seng James has full executive responsibilities over the business directions and operational decisions of the Manager. He ensures that all approved strategies and policies, as set down by the Board, are fully implemented.

The Chairman of the Board and the CEO are not immediate family members. The separation of the roles of the Chairman of the Board and the CEO and the resulting clarity of roles provide a healthy professional relationship between the Board and Management, facilitates robust deliberations on LMIR Trust’s activities and the exchange of ideas and views to help shape the strategic process.

The current Chairman of the Board, Mr Murray Dangar Bell, is also the Lead Independent Director. The Lead Independent Director is available to Unitholders where they have concerns and for which contact through the normal channels of the CEO has failed to resolve or is inappropriate.



BOARD MEMBERSHIP

Principle 4

The NRC, which was established on 15 March 2016, comprises three members, a majority of whom (including the Chairman of NRC) are Independent Directors. As at the date of this Annual Report, the members are as follows:

Mr Murray Dangar Bell (Chairman) (Independent Director)Ms Gouw Vi Ven (Member) (Non-Executive Non-Independent Director) Mr Sandip Talukdar (Member) (Independent Director)

During the financial year under review, the NRC had 4 meetings.

The NRC makes recommendations to the Board on all appointments to the Board and Board Committees. The NRC seeks to ensure that the composition of the Board provides an appropriate balance and diversity of skills, experience, gender and knowledge of the industry, and that the Directors, as a group, have the necessary core competencies relevant to LMIR Trust’s business.

The NRC is guided by its term of reference. The key terms of reference which sets out its responsibilities, include:

(1) making recommendations to the Board on the appointment of Executive and Non-Executive Directors, including making recommendations on the size and composition of the Board taking into consideration the Board Diversity Policy and the balance between Executive and Non-Executive Directors as well as between Independent and Non-Independent Directors appointed to the Board;

(2) reviewing and recommending to the Board the training and professional development programmes for new and existing Directors;

(3) reviewing and making plans for succession of Directors, in particular, for the Chairman of the Board and CEO;

(4) determining annually, and as and when required, if a Director is independent;

(5) assessing the performance and effectiveness of the Board as a whole and the Board Committees and the contribution of each Director to the effectiveness of the Board proposing objective performance criteria for the Board’s approval;

(6) recommending a general framework of remuneration for the board and key management personnel;

(7) reviewing and recommending to the Board the specific remuneration packages and terms of employment (where applicable) for each Director, CEO and key management personnel;

(8) reviewing the Manager’s obligations to ensure that contracts of service of the CEO and key management personnel contain fair and reasonable termination clauses which are not overly generous.

Continuous Board Renewal and Succession Planning for the Board

In view that both Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock had reached the nine years tenure during FY 2020 and in compliance with the 2018 CG Code and the Enhanced Independence Requirements, the Manager had procured the resignation of Mr Lee Soo Hoon, Phillip and Mr Goh Tiam Lock as Independent Director on 31 July 2020 and appointed Mr Mark Leong Kei Wei and Mr Sandip Talukdar as Independent Directors on 15 July 2020. This renewal has also taken into consideration the Board Diversity Policy.



When considering the appointment of Mr Mark Leong Kei Wei, the Board, through the NRC’s recommendation, had considered his many years of experience in several corporate environment, namely audit firms, small medium enterprises, US-based multi-national corporation, a family office and listed companies, his experience in the capital and debts markets through various fund raising exercises and various C-suite and directorship roles with a number of listed companies in Singapore. With his proven track record, experience and expertise, the Board believes that he will complement with the existing skillset of the board members.

Mr Sandip Talukdar has over 20 years of experience in finance and investment banking. He was previously the Chief Financial Officer of the manager of Prime US REIT. Prior to this, he was the head of equity corporate finance for South East Asia for Standard Chartered Bank and co-head of corporate finance for South East Asia for Credit Suisse. He has also held positions in investment banking at Dresdner Kleinwort Wassertein and Merrill Lynch. He has extensive expertise in corporate finance and equity, debt and merger & acquisition transactions.

Renewal or replacement of Board members does not necessarily reflect their contributions to date but may be driven by the need to position and shape the Board in line with the evolving needs of LMIR Trust and the Manager. The Board believes that orderly succession and renewal is achieved as a result of careful planning, where the appropriate composition of the Board is under continuous review.

The Manager is of the view that the current Board member’s collection of skills, experience and diversity meets the current needs of the Manager and LMIR Trust.

Nomination and Selection of Directors

The composition of the Board, including the selection of candidates for appointments as part of the Board’s renewal process, is determined using the following principles:

(a) the Board should comprise Directors with a broad range of commercial experience, including expertise in funds management, the property industry banking and finance;

(b) at least half of the Board should comprise Non-Executive Independent Directors. Where, among other things, the Chairman of the Board is not an Independent Director, at least half of the Board should comprise Independent Directors; and

(c) The prescribed factors under the Board Diversity Policy.

The NRC then taps on the Directors’ resources for recommendations of potential candidates. Executive recruitment agencies may also be appointed to assist in the search process where necessary. The potential candidates will go through a shortlisting process. Interviews are then set up with the shortlisted candidates for the NRC to assess them before a decision is made. As recommended by the NRC, a new Director can be appointed by way of a Board resolution.

In addition, as part of the regulatory requirements, the MAS also gives approval for any change of CEO or of any appointment of Director. Directors of the Manager are not subject to periodic retirement by rotation. The selection of candidates for appointment takes into account of various factors including the current and mid-term needs and goals of LMIR Trust and the Manager as well as the relevant expertise of the candidates and their potential contributions. Candidates may be put forward or sought through contacts and recommendations.

Review of Directors’ Independence

The NRC conducts an annual review of each director’s independence and takes into consideration 2018 CG Code, the Listing Manual as well as Enhanced Independence Requirements. The NRC has ascertained that, save for Ms Gouw Vi Ven and Mr Liew Chee Seng James, all Directors are considered independent according to these criteria. Directors must also immediately report any changes in their external appointments which may affect their independence.



Directors’ Time Commitment

The Board has determined that a Director may hold a maximum of six listed company board representations. In respect of financial year under review, each Director is able to and has adequately carried out his/her duties as a Director of the Manager. Factors taken into account which include, but are not limited to, the Director’s regular attendance at the Board meetings, prompt and efficient discharge of his/her duties and responsibilities and the ability to deliver on matters needing the Director’s advice, proposal and recommendations. The Board and NRC are satisfied that all Directors have discharged their duties adequately for the financial year ended 31 December 2020 notwithstanding their multiple directorship where applicable and other principal commitments.

The profile and key information regarding the Directors such as academic and professional qualifications, list of the present and past directorships and chairmanships held over the last three years, and other principal commitments are found on pages 16 to 19 of this Annual Report.

BOARD PERFORMANCE

Principle 5

The Manager believes that board performance is ultimately reflected in the long-term performance of LMIR Trust.

Board and Board Committee Evaluation

The NRC undertakes a process to assess the effectiveness of the Board and its Board Committees. Directors are requested to complete a Board and Board Committees Evaluation Questionnaires to assess the overall effectiveness of the Board and the Board Committees. To ensure confidentiality, the Company Secretary compiles the Directors’ responses to the Board and Board Committees Evaluation Questionnaires on a collective basis and present the results to the NRC. The results of the evaluation exercises are considered by the NRC which then makes recommendations to the Board aimed at helping the Board and Board Committees to discharge its duties more effectively. The Chairman of the NRC, will act on the results of the performance evaluation and in consultation with the NRC propose recommendations to be implemented to further enhance the effectiveness of the Board, where appropriate. As part of the assessment of the performance and composition of the Board for FY 2020, the Board, after taking into account the NRC’s views, is satisfied that it has the appropriate size and mix of expertise and experience, taking into account the skills, experience, gender and knowledge of the Directors in the financial year, including the level of attendance and participation at Board meetings.

Board Performance Criteria

The NRC has in place appraisal criteria as agreed by the Board which includes an evaluation of the size and composition of the Board, the Board’s conduct of affairs, internal controls and risk management, Board accountability and communication with top management and standards of conduct. These performance criteria shall not change from year to year, and where circumstances deem it necessary for any of the criteria to be changed, the NRC and the Board shall justify its decision for the change. The Manager also has in place quantitative and qualitative key performance indicators to appraise the performance of the CEO/Executive Director.

Individual Director Evaluation

Individual Director self-assessment is also conducted to provide performance feedback which can help individuals to evaluate their own skills and performance as directors and motivate them to more effective contributors. The Board is cognizant that individual director evaluations are an important complement to the evaluation of a board’s overall performance and the results of the Individual Director self-assessment are also compiled by the Company Secretary and discussed by the NRC.



(B) REMUNERATION MATTERS

PROCEDURES FOR DEVELOPING REMUNERATION POLICIES

Principle 6

LEVEL AND MIX OF REMUNERATION

Principle 7

DISCLOSURE ON REMUNERATION

Principle 8

The NRC has established a framework of remuneration for the Board and Management and also reviews and recommends to the Board the specific remuneration packages for each Director and key management personnel. In addition, the NRC helps to ensure that the remuneration payable is in line with the objectives of the remuneration policies. The NRC seeks to structure the remuneration of Management so as to link reward to the performance and long term success of LMIR Trust. This ensures that the interest of Management is aligned with the interest of the Unitholders. The NRC also considers all aspects of remuneration, including termination terms, to ensure they are fair. The remuneration of the Non-Executive Directors in the form of directors’ fees is paid wholly in cash and the remuneration of the CEO and key management personnel in the form of salaries, annual bonuses and benefits in kind is also paid wholly in cash. There is no non-monetary remuneration in the form of stock options or Units paid to the Non-Executive Directors, CEO or the key management personnel for FY 2020.

The NRC, when required, has access to expert advice both within and outside the Company, on remuneration of directors.

Non-Executive Director Remuneration

The fee structure for Director’s fees is as follows:

Committee StructureRemuneration

(S$)

BoardBasic fee 60,000Chair fee 35,000

Audit & Risk CommitteeBasic fee 12,500Chair fee 12,500

Nominating & Remuneration CommitteeBasic fee 3,000Chair fee 5,000

Additional Meeting Per Meeting 4,000For offsite meetings only Attendance fee on a per diem per day 1,000

As part of the annual review of the Non-Executive Director Remuneration Framework, the NRC has considered the level and range of non-executive directors’ fees of S-REITs with market capitalisation S$250 million to S$500 million. Based on the annual review, the Board through the NRC, is satisfied that the Non-Executive Director’s fee is in line and within the range of such S-REITs of comparable size and they are not overcompensated to the extent that their independence is compromised. The remuneration for each Non-Executive Director takes into account the relevant Director’s contribution and responsibilities, including attendance and time spent at Board and Board Committee meetings. The current remuneration framework for the Non-Executive Directors remains unchanged from that of the previous financial year.



The following table shows the Directors’ fees paid in the year ended 31 December 2020:

Name of Non-Executive DirectorTotal Remuneration

(S$)Mr Murray Dangar Bell(3) 175,118Mr Lee Soo Hoon, Phillip(1) 87,660Mr Goh Tiam Lock(2) 85,031Ms Gouw Vi Ven(3) 111,760Mr Mark Leong Kei Wei(4) 62,179Mr Sandip Talukdar(5) 58,204Total 579,952

Note:(1) Mr Lee Soo Hoon, Phillip resigned on 31 July 2020 and his fee is pro-rated to his date of resignation. Included in his fee was an ex-gratia payment

paid to him in recognition of his contribution during his tenure as Director of the Manager.(2) Mr Goh Tiam Lock resigned on 31 July 2020 and his fee is pro-rated to his date of resignation. Included in his fee was an ex-gratia payment paid

to him in recognition of his contribution during his tenure as Director of the Manager.(3) Fee paid is inclusive of withholding tax.(4) Mr Mark Leong Kei Wei was appointed as Independent Director on 15 July 2020 and was also appointed as the Chairman of the ARC on 31 July

2020. His fee is pro-rated to his date of appointment and office.(5) Mr Sandip Talukdar was appointed as Independent Director on 15 July 2020 and was also appointed as member of the ARC and NRC on 31 July

2020. His fee is pro-rated to his date of appointment and office.

The NRC had recommended to the Board a total amount of S$498,884 as Directors’ fees for the financial year ending 31 December 2021, to be paid quarterly in arrears. This recommendation had been endorsed by the Board and will be tabled for approval at the Manager’s forthcoming AGM for shareholder approval.

Executive Director Remuneration

The Executive Director is also the CEO. The remuneration and terms of appointment of the Executive Director/CEO was negotiated and endorsed by the Board. The remuneration of the Executive Director/CEO comprised of a fixed salary, performance bonus and benefits in kind relating to payment of season parking and insurance premium for self and dependent by the Manager. The Executive Director does not receive any director’s fees.

The performance bonus and annual increment are based on an annual appraisal. In particular, the performance bonus is linked to the stability and performance of the net property income, distributable amount and distribution per unit of LMIR Trust as compared to the preceding year and as such, it is in alignment with the performance of LMIR Trust and is in the interests of Unitholders. The key performance indicators for the Executive Director/CEO include but are not limited to, the following:

(i) unit price performance and distribution per unit yield for LMIR Trust;

(ii) containment of budgeted operational cost for LMIR Trust and the Manager;

(iii) effective and productive asset acquisitions from the Sponsor and third parties;

(iv) effective capital management including competitive cost of funds and fund raising fees, and effective exchange rate management for LMIR Trust;

(v) compliance with regulatory requirements; and

(vi) More active engagement with Unitholders.



For the avoidance of doubt, the Executive Director/CEO was not involved in the decision of the Board on his own remuneration.

The Manager is aware of the 2018 CG Code’s requirement and the Notice to All Holders of a Capital Markets Service Licence for Real Estate Investment Trust Management (issued pursuant to Section 101 of the SFA) to disclose the exact quantum of the remuneration of the CEO and the Directors. The Board has assessed and decided against the disclosure of the exact quantum of the Executive Director/CEO’s remuneration and has instead disclosed his remuneration in bands of S$250,000. The Manager believes that such disclosure, together with the disclosure on the remuneration policies, the type of remuneration and the factors taken into account in linking performance of LMIR Trust to remuneration of the key management personnel set out below, is sufficient for providing transparency to Unitholders without prejudicing the interest of Unitholders. In view of the highly competitive REIT management industry, the Manager believes that opting not to disclose the exact quantum of the remuneration of the Executive Director/CEO will minimise the risk of potential staff movements and loss of key personnel which would cause undue disruptions to the management of LMIR Trust and which would not be in the interests of Unitholders. However, the Manager has decided to disclose the aggregate remuneration of the key management personnel of the Manager (including the Executive Director/CEO) found on page 93 of this Annual Report.

Remuneration of Key Management Personnel

The Manager’s remuneration framework for key management personnel comprises fixed salary, performance bonuses and benefits in kind. The performance bonus and annual increment are based on an annual appraisal of each individual employee of the Manager. In particular, the performance bonus of the key management personnel is linked to their contribution to the performance of the net property income, distributable amount and distribution per unit of LMIR Trust as compared to the preceding year and, as such, is in alignment with the performance of LMIR Trust and is in the interests of Unitholders.

The 2018 CG Code requires the Manager to disclose the remuneration of the Manager’s top five key management personnel (who are not Directors or CEO) on a named basis in bands of S$250,000 as well as the aggregate remuneration paid to the top five key management personnel (who are not Directors or CEO). In addition, pursuant to MAS’ “Notice to All Holders of a Capital Markets Services Licence for Real Estate investment Trust Management” (Notice No: SFA4-N14), the Manager is required to disclose the remuneration of the CEO and each individual director on a named basis, and the remuneration of at least the top five key management personnel (which shall not include the CEO and key management personnel who are directors), on a named basis, in bands of S$250,000. The Manager may provide an explanation if it does not wish to or is unable to comply with such requirement. The Board has identified five key management personnel who have the authority and responsibility to assist the CEO in planning, directing and controlling the activities of the Manager. The Manager has decided (a) to disclose the Executive Director’s (who is also the CEO) remuneration in bands of S$250,000 (instead of on a quantum basis), (b) not to disclose the remuneration of the key management personnel of the Manager in bands of S$250,000, and (c) to disclose the aggregate remuneration of all key management personnel of the Manager (including the Executive Director/CEO) for the following reasons:

(i) competition for talent in the REIT management industry is very keen and the Manager has, in the interests of Unitholders, opted not to disclose the exact remuneration of its Executive Director/CEO and Key Management Personnel as this may give rise to recruitment and talent retention issues as well as the risk of unnecessary key management turnover;

(ii) the composition of the current management team has been stable and to ensure the continuity of business and operations of LMIR Trust, it is important that the Manager continues to retain its team of competent and committed staff;

(iii) due to the confidentiality and sensitivity of staff remuneration matters, the Manager is of the view that such disclosure could be prejudicial to the interests of Unitholders; and

(iv) the remuneration of the CEO and Key Management Personnel are paid by the Manager and there is full disclosure of the total amount of fees paid to the Manager set out at page 93 of this Annual Report.



The components of the CEO’s and the key management personnel’s remuneration, comprising the fixed salary and performance bonus, the annual appraisal process and the factors which are taken into account in assessing performance of the CEO and key management personnel and which go towards determination of the performance bonus, including but not limited to, (in the case of the CEO) unit price performance and distribution per unit yield, containment of corporate and operation costs, effective and productive asset acquisitions from the Sponsor and third parties, effective capital management, compliance with regulatory requirements and active engagement with Unitholders, and (in the case of the key management personnel) improvement in the net property income, distributable amount and distribution per unit of LMIR Trust. The disclosure of these performance metrics show the relationship between the CEO’s and the key management personnel’s remuneration and the performance and long term value creation for LMIR Trust.

The Manager believes that there is sufficient transparency on the Manager’s remuneration policies, level and mix of remuneration, the procedure for setting remuneration and the relationships between remuneration, performance and value creation consistent with the intent of Principle 8.

The level and mix of the remuneration of the Executive Director/CEO in the bands of S$250,000 are set out below:

Remuneration for Executive Director andChief Executive Officer for FY 2020

Salary& AWS Bonus

Allowance andBenefits(1) Total

Between S$250,000 to S$500,000Mr Liew Chee Seng James 68% 28% 4% 100%

Below S$250,000Ms Gouw Vi Ven*

Note:

* Stepped down as an Executive Director on 31 December 2019. Bonus paid to her is for FY 2019

Key Management Personnel (excludingExecutive Director/CEO) For FY 2020

Salary& AWS Bonus

Allowance andBenefits(1) Total

Mr Wong Han Siang*Ms Ella JiaMs Christina Lee** 67% 8% 25% 100%Mr Heng Shao ShengMr Cesar AgorAggregate Remuneration (including Executive Director & CEO) $1,554,796

Note:

* Resigned on 31 July 2020

** Resigned on 5 May 2020(1) The amount disclosed includes allowance, employer CPF, ex-gratia, notice in lieu, loss of office, annual leaves encashment, handphone allowance

and benefits in kind such as professional membership, season parking and insurance premium for self and dependent etc.

There is no existing service agreement entered into by the Directors or key management personnel with the Manager that provides for benefits upon termination of appointment or post-employment. The Manager has also not set aside nor accrued any amounts to provide for pension, retirement or similar benefits for the Directors and key management personnel.

The Manager does not have any employee share or unit scheme and does not remunerate directors and key management personnel in the form of shares or interests in the Sponsor or its related entities or any other entities.

No remuneration consultants were engaged in FY 2020. The NRC may seek expert advice from remuneration consultants on remuneration matters, as and when necessary.



There were no employees of the Manager and its subsidiaries who are:

(i) a substantial shareholder of the Manager;

(ii) a substantial Unitholder of LMIR Trust; or

(iii) an immediate family member of

a. a Director;

b. the CEO;

c. a substantial shareholder of the Manager; or

d. a substantial Unitholder of LMIR Trust,

and whose remuneration exceeded S$100,000 in FY 2020.

(C) ACCOUNTABILITY AND AUDIT

RISK MANAGEMENT AND INTERNAL CONTROLS

Principle 9

Risk Management

Effective risk management is an integral part of LMIR Trust’s business at both strategic and operations level. Recognising and managing risk is central to the business and to protecting Unitholders’ interests and value. The Board has overall responsibility for the governance of risk and oversees the Manager in the design, implementation and monitoring of the risk management and internal control systems. The ARC assists the Board in carrying out the Board’s responsibility of overseeing the risk management framework and policies of LMIR Trust. The Manager has established an enterprise risk management (“ERM”) framework and policies which have been approved by the Board that provide a more structured approach to identifying, reviewing and managing the key risks arising from management and operations of LMIR Trust’s portfolio of assets. The ERM framework and policies are monitored and reviewed by the Board regularly and major developments or significant revisions to the ERM framework or policies will be submitted to the Board for approval.

The Board reviews the business risks of LMIR Trust, examines liability management and acts upon any comments from the Manager and the auditors of LMIR Trust. In assessing business risks, the Board considers the economic environment and risks relevant to the property industry. The Board reviews management reports and feasibility studies on individual projects prior to approving any major transactions. Management meets regularly to review the operations of the Manager and LMIR Trust and to discuss any risks relating to its assets and the management thereof.

The Manager maintains a risk register to track and monitor risks faced by LMIR Trust in the areas of strategic, operational, financial, compliance and information technology. The risk register is updated on a periodic basis and top-tier risks, as well as risk mitigation measures for top-tier risks, are reported to the ARC and the Board for review.



Internal Controls

The Company’s internal auditor conducts independent reviews of the adequacy and effectiveness of the internal controls of the LMIR Trust Group and the Manager, including financial, operational, compliance and information technology controls addressing the key risks identified in the enterprise risk management framework. Any material non-compliance or failures in internal controls and recommendations for improvements are reported to the ARC. The ARC also reviews the effectiveness of the actions taken by Management on the recommendations made by the internal auditors in this respect.

In the course of the statutory audit, the Company’s external auditor will highlight any material internal control weaknesses which have come to their attention in the course of carrying out their audit procedures, which are designed primarily to enable them to express their opinion on the financial statements. Such material internal control weaknesses noted during their audit, and recommendations, if any, by the external auditors are reported to the ARC.

The Board has received assurance from the CEO and Financial Controller that, as at 31 December 2020, the financial records of LMIR Trust have been properly maintained, and the financial statements give a true and fair view of the LMIR Trust’s operations and finances.

The Board has also received assurance from the CEO and Key Management Personnel that the internal controls (including financial, operational, compliance and information technology controls) and risk management systems were adequate and effective as at 31 December 2020 to address the risks that the Manager considers relevant and material to LMIR Trust’s operations.

Based on the internal controls established and maintained by LMIR Trust Group, work performed by the internal and external auditors, reviews performed by Management, the ARC and the Board as well as the assurances set out above, the Board, with the concurrence of the ARC, is of the opinion that LMIR Trust Group’s present risk management systems and internal controls (including financial, operational, compliance and information technology controls), were adequate and effective as at 31 December 2020 to address risks which the Company considers relevant and material to the LMIR Trust Group’s operations.

The Board notes that the system of risk management and internal controls provides reasonable, but not absolute, assurance, that LMIR Trust Group, will not be adversely affected by any event that could be reasonably foreseen or anticipated, as it works to achieve its business objectives. In this regard, the Board also notes that no system of risk management and internal controls can provide absolute assurance against the occurrence of material errors, poor judgement in decision making, human error, losses, fraud or other irregularities.

The Manager’s approach to risk management and internal controls and the management of key business risks is set out in the “Risk Management” section of page 38 of this Annual Report.

AUDIT AND RISK COMMITTEE (“ARC”)

Principle 10

The ARC comprises three members, all of whom (including the Chairman of the ARC) are Independent Directors. As at the date of this report, the members are as follows:

Mr Mark Leong Kei Wei (Chairman)Mr Murray Dangar Bell (Member) Mr Sandip Talukdar (Member)

The members of the ARC are appropriately qualified to discharge their responsibilities and have recent and relevant accounting or related financial management expertise or experience, as the Board interprets such qualification in its business judgment. None of the ARC members were previous partners or directors of the Company’s external auditor, RSM Chio Lim LLP, within the last 24 months or hold any financial interest in the external auditor.



The ARC’s responsibilities as set forth in its terms of reference include:

• reviewing significant financial reporting issues and judgements so as to ensure the integrity of financial statements and announcements on the Trust’s financial performance, and making recommendations, if any, to the Board, and in particular, monitoring the integrity of the financial reports prepared by the Manager and reviewing the application and consistency of the accounting standards used;

• monitoring the procedures established to regulate Related Party Transactions (as defined herein), including ensuring compliance with the provisions of the Listing Manual relating to “interested person transactions” (as defined therein) and the provisions of the Appendix 6: Investment Property Funds of the CIS Code (“Property Funds Appendix”) relating to “interested party transactions” (as defined therein) (both such types of transactions constituting “Related Party Transactions”);

• monitoring the procedures in place to ensure compliance with applicable legislation, the Listing Manual and the Property Funds Appendix;

• reviewing arrangements by which whistle-blowers may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and ensuring that arrangements are in place for the independent investigation of such matters and for appropriate follow-up action;

• reviewing and reporting to the Board at least annually, the adequacy and effectiveness of the risk management and internal control systems (including financial, operational, compliance and information technology controls), and state whether the ARC concurs with the Board’s comment on adequacy and effectiveness of the Company’s internal controls and risk management systems;

• reviewing external audit reports to ensure that where deficiencies in internal controls have been identified, appropriate and prompt remedial action is taken by Management;

• making recommendations to the Board on the appointment, re-appointment and removal of external auditors and approving the remuneration and terms of engagement of external auditors;

• reviewing, on an annual basis, the scope and result of the external audit, the independence and objectivity of the external auditors and where the external auditors also provide a substantial volume of non-audit services to LMIR Trust, keeping the nature and extent of such services under review, seeking to balance the maintenance of objectivity and value for money;

• reviewing the adequacy, effectiveness, independence, scope and results of the Trust’s internal audit by, inter alia, monitoring and assessing the role and effectiveness of the internal audit function, including the internal audit plans, activities, budget and resources;

• reviewing the assurances required under Provision 9.2 of the 2018 CG Code that the financial records have been properly maintained and the financial statements give a true and fair view of the Trust’s operations and finances as well as the adequacy and effectiveness of risk management and internal control systems;

• meeting with external and internal auditors, without the presence of the executive officers of the Manager, at least on an annual basis;

• investigating any matters within the ARC’s terms of reference, whenever it deems necessary; and

• reporting to the Board on material matters, findings and recommendations.

The ARC has the authority to investigate any matter within terms of reference, has full access to and co-operation from Management and has full discretion to invite any Director or executive officer of the Manager to attend its meetings. The ARC also has full access to reasonable resources to enable it to discharge its functions properly.



The ARC keeps abreast of changes to accounting standards and issues that may have a direct impact on financial statements by referring to the best practices and guidance in the Guidebook for Audit Committees in Singapore and the reports issued from time to time in relation to the Financial Reporting Surveillance Programme administered by the Accounting and Corporate Regulatory Authority.

In FY 2020, the ARC had:

(i) held four meetings during the year;

(ii) reviewed and approved the internal and external audit plans, including the nature and scope of work before commencement of these audits;

(iii) met with the internal and external auditors without the presence of Management, to discuss their findings as set out in their respective reports to the ARC. Both the internal and external auditors had confirmed that they had received the full co-operation of management and no restrictions were placed on the scope of audits;

(iv) reviewed and recommended to the Board, the quarterly and full-year financial statements and audit report;

(v) reviewed all services provided by the external auditors and were satisfied that the provision of such services did not affect their independence. The external auditors had also affirmed their independence in their report to the ARC;

(vi) reviewed Interested Person Transactions and Related Party Transactions on a quarterly basis;

(vii) reviewed and determined the adequacy and effectiveness of risk management and internal controls system, including financial, operational, compliance and information technology controls and made the requisite recommendation to the Board; and

(viii) reviewed the Manager’s Risk Management Policy.

RSM Chio Lim LLP audited LMIR Trust and the Singapore subsidiaries. A member firm of RSM International, of which RSM Chio Lim LLP is a member, audited the foreign subsidiaries. LMIR Trust is in compliance with Listing Rules 712 and 715 of the SGX-ST Listing Manual.

The ARC has undertaken a review of all non-audit services provided by the external auditors in FY 2020, and is satisfied that the extent of such services would not affect the independence of the external auditors before confirming their re-nomination. The aggregate amount of audit fees payable to external auditors for FY 2020 was S$789,780, of which audit fees amounted to S$656,220 and non-audit fees amounting to S$133,560. In respect of the financial year under review, the external auditors have confirmed that they are in compliance with the independence requirements set out in the Code of Professional Conduct and Ethics under the Accountants (Public Accountants) Rules of the Singapore Accountants Act and have affirmed their independence in this respect.



In the review of the financial statements for FY 2020, the ARC has discussed with Management and the external auditors on the key audit matters, which is included in the Independent Auditor’s Report.

Key Audit Matters How the ARC reviewed these matters and what decisions were madeValuation of investment properties

The ARC considered the methodologies and key assumptions applied by the valuers in arriving at the valuation of the investment properties.

The valuation of investment properties was also an area of focus of the external auditor. The external auditor has included this item as a key audit matter in their audit of report for the financial year ended 31 December 2020. Please refer to the Independent Auditor’s Report of this Annual Report.

The ARC considered the findings of the external auditors, including their assessment of the appropriateness of valuation methodologies and the underlying key assumptions applied in the valuation of investment properties. No significant matter come to the attention of the Audit Committee in the course of the review, other than the valuation of investment properties being subject to significant estimate uncertainty given the constantly evolving impact from the Covid-19 pandemic.

The ARC was satisfied with the valuation process, the methodologies used and the valuation of investment properties as adopted as at 31 December 2020.

The ARC, with the concurrence of the Board, had recommended the re-appointment of RSM Chio Lim LLP as the external auditors, which will be subject to approval of Unitholders at LMIR Trust’s Annual General Meeting to be held on 21 April 2021.

Internal Audit

The internal audit function of the Manager is outsourced to KPMG Services Pte Ltd, a reputable accounting/auditing firm. The internal auditors will ensure that the internal audit function is carried out according to the standards set by nationally or internationally recognised professional bodies, including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors by persons with the relevant qualifications and experience. The ARC approves the hiring, removal , evaluation and compensation of the internal auditors. The internal auditors report directly to the ARC. In line with the requirements under Rule 1207(10C) of the Listing Rules, following the review of the internal audit plan and the internal auditors’ resources to conduct the internal audit plan, the internal auditors’ objectivity in the assessment of issues and taking into account that the internal auditors have access to all the Company’s documents, records, properties and personnel, including access to the ARC and having the co-operation of management, the ARC is satisfied with the independence of the internal auditors, and is of the view that the internal audit function is independent, effective, adequately resourced and has the appropriate standing within the LMIR Trust Group.

In the financial year under review, the internal auditors have conducted audit reviews based on the internal audit plan approved by the ARC. They have full and unfettered access to the ARC and to all the documents, records, properties and personnel of the Manager. Upon completion of each audit assignment, they report their findings and recommendations to the Manager who would respond on the actions to be taken, before the audit report is submitted to ARC for deliberation and validation of the follow up actions taken.



(D) SHAREHOLDER RIGHTS AND RESPONSIBILITIES AND MANAGING STAKEHOLDERS RELATIONSHIPS

SHAREHOLDER RIGHTS AND CONDUCT OF GENERAL MEETING

Principle 11

ENGAGEMENT WITH SHAREHOLDERS

Principle 12

The Manager is committed to treating all the Unitholders fairly and equitably and strives to uphold a strong culture of timely disclosure and transparent communication with Unitholders and the investing community. All Unitholders enjoy specific rights under the Trust Deed and the relevant rules and regulations. These include, among other things, the right to participate in profit or dividend distributions. Unitholders are also entitled to attend and vote at the general meetings of Unitholders and are accorded the opportunity to participate effectively.

The Manager provides Unitholders with quarterly and annual financial statements through the SGXNet. In presenting these financial statements to Unitholders, the Board aims to provide these Unitholders with a balanced, clear and understandable assessment of the Manager and LMIR Trust’s performance, position and prospects on a quarterly basis. To achieve this, the Management provides the Board with management information and accounts as any Director may require from time to time in order to enable the Directors to keep abreast and make a balanced and informed assessment of LMIR Trust’s financial performance, position and prospects. Other material information is also disseminated to Unitholders through announcements via SGXNet, press releases and LMIR Trust’s website.

The Manager’s disclosure policy requires timely and full disclosure of all material information relating to LMIR Trust by way of public releases or announcements through the SGX-ST via SGXNet at first instance and thereafter including the release or announcement on LMIR Trust’s website at www.lmir-trust.com. When there is an inadvertent disclosure made to a selected group, the Manager will make the same disclosure publicly to all others as soon as practicable.

The Manager, through its Investor Relations Officer, also uses other channels of communication with Unitholders and investors to keep them informed regularly of corporate developments, such as:

• analysts’ briefings on a quarterly basis;

• one-on-one/group meetings or conference calls on a quarterly basis, local/overseas non-deal specific roadshows;

• participation in forums and seminars organised by various financial institutions and attended by selected investors;

• responding to queries submitted to the Manager via electronic mail or telephone calls; and

• annual reports.

The list of investor activities for FY 2020 is disclosed on page 39 of this Annual Report.


http://www.lmir-trust.com/


The Board has taken active steps to solicit and understand the views of Unitholders by according them the opportunity to raise relevant questions on LMIR Trust’s business activities, financial performance and other business matters and to communicate their views at the general meetings. We maintain a dedicated investor relations website http://lmir.listedcompany.com which provides comprehensive and updated information about LMIR Trust, as well as a dedicated IR email [email protected] to address all Unitholders’ queries. All material information, corporate updates and quarterly financial results are posted in a timely manner on SGXNet and also on our dedicated investor relations website. The Directors, Chairmen of the Board Committees, representative(s) of the Trustee, external auditors, the Company Secretary, independent financial advisers, legal counsels and other professional advisers attend the annual or extraordinary general meetings to address Unitholders’ queries. Unitholders are encouraged to participate in the question and answer sessions, whereby minutes of the proceedings, including any substantial queries raised by Unitholders in relation to the agenda and the accompanying responses from the Board and Management, are subsequently recorded, prepared and minuted. These minutes are made available to shareholders on the LMIR Trust’s website.

Unitholders who are unable to attend general meetings can appoint up to two proxies to attend, participate and vote in general meetings on his/her behalf. Corporations providing nominee and custodial services can appoint more than two proxies to attend, participate and vote in general meetings on behalf of Unitholders who hold Units through such corporations. Voting in absentia and by email, which are currently not permitted, may only be possible following careful study to ensure that the integrity of information and authentication of the identity of Unitholders through the web are not compromised, and legislative changes are effected to recognise remote voting.

The Manager conducts electronic poll voting for all the resolutions to be passed at general meetings of LMIR Trust for greater transparency in the voting process. An independent scrutineer firm is also present to validate the votes at each general meeting. The results of all votes for and against each resolution is tallied and instantaneously displayed at the meeting. The voting results are announced via SGXNet following each general meeting. There are separate resolutions at the general meetings on each substantially separate issue. Resolutions are not “bundled” unless resolutions are interdependent and linked so as to form one significant proposal.

LMIR Trust targets to provide sustainable distribution payouts. LMIR Trust current distribution policy is to distribute at least 90% of its tax-exempt income (after deduction of applicable expenses) and capital receipts. The tax-exempt income comprises dividends received from the Singapore tax resident subsidiaries. The capital receipts comprise amounts received by LMIR Trust from redemption of redeemable preference shares in the Singapore subsidiaries. LMIR Trust’s distributions are paid on a quarterly basis and for every dividend declaration made, Unitholders will be notified via an announcement made through SGXNet.

ENGAGEMENT WITH STAKEHOLDERS

Principle 13

The Manager believes that engaging stakeholders is imperative for the success of LMIR Trust’s performance. LMIR Trust has identified its stakeholders based on their impact on LMIR Trust’s business and those with a vested interest in LMIR Trust’s operations. LMIR Trust’s stakeholders include investors, tenants and the local community. Through various engagement initiatives, LMIR Trust was able to strengthen its relationships with its stakeholders and obtain valuable feedback. The Manager also proactively communicates and engages with the investment community through investor conferences, non-deal roadshows (“NDR”), one-on-one meetings, tele-conferences and quarterly results briefings.

LMIR Trust maintains a dedicated investor website to communicate and engage with stakeholders which can be accessed at www.lmir-trust.com. Further details on how the Manager engages with its diverse stakeholders, their expectations and concerns, and how the Manager responds to them are detailed on page 39 (Investor Relations) as well as on page 42 ( Company’s Sustainability Report) of this Annual Report.


http://lmir.listedcompany.com/

mailto:[email protected]

http://www.lmir-trust.com/


(E) ADDITIONAL INFORMATION

DEALING IN LMIR TRUST UNITS

The Board has adopted a code of conduct to provide guidance to its Directors and officers as well as the Manager on dealing in LMIR Trust’s units (“Units”). A Director is required to give notice to the Manager of his/her acquisition of Units or changes in the number of Units he/she holds or in which he/she has an interest, within two business days after such acquisition or occurrence.

In general, the Manager’s Personal Trading Policy permits Directors and employees of the Manager to hold Units but prohibits them and the Manager from dealing in such Units during the “closed” window period as follows:

(i) during the period commencing one month before the public announcement of LMIR Trust’s full year results and (where applicable) property valuation and two weeks before the public announcement of LMIR Trust’s quarterly results and ending on the date of announcement of the relevant results or, as the case may be, property valuation; and

(ii) on short term considerations or at any time whilst in possession of price sensitive information.

The Directors and employees of the Manager are expected to observe insider trading regulations at all times. The Manager issues quarterly reminders to its Directors, relevant officers and employees on the restrictions in dealing in LMIR Trust units as set out above.

In addition, as part of its undertaking to MAS, the Manager has undertaken that it will not deal in the Units during the period commencing one month before the public announcement of LMIR Trust’s full year results and where applicable, property valuation, and two weeks before the public announcement of LMIR Trust’s quarterly results and ending on the date of announcement of the relevant results or, as the case may be, property valuation.

LMIR Trust announced on 3 February 2021 that its wholly-owned subsidiary, LMIRT Capital Pte Ltd had priced and allocated its US$200.0 million 7.50% Guaranteed Senior Notes due 2026 (the “Notes”). On 1 March 2021, LMIR Trust released its unaudited full year financial results for the financial year ended 31 December 2020. In satisfaction of Listing Rule 1207(19), LMIR Trust wishes to disclose that the Notes were priced within one month of the announcement of LMIR Trust’s full year financial statements.

FEES PAYABLE TO THE MANAGER

Under the CIS Code where fees are payable out of the deposited property of a property fund, the methodology and justifications for each type of fees payable should be disclosed. The methodology for computing the fees payable to the Manager is contained in Clause 15 of the Trust Deed (as amended), details of which are disclosed under the Notes to Financial Statements.

Pursuant to Clause 15.1.3, 15.1.4, 15.1.5 and 15.2.1 of the Trust Deed, the Manager is entitled to (i) a base fee of 0.25% per annum of the value of the Deposited Property (excluding those authorised investments not in the nature of real estate, whether directly held by LMIR Trust or indirectly through one or more special purpose vehicles), (ii) an annual performance fee of 4.0% per annum of the Net Property Income (as defined in the Trust Deed) for each financial year (calculated before accounting for this fee in that financial year) (iii) an authorised investment management fee of 0.5% per annum of the investment value of such authorised investment, (iv) an acquisition fee of 1.0% on the acquisition price upon the completion of an acquisition and (v) a divestment fee of 0.5% on the sale price upon the completion of a divestment.

The management fees will be paid in the form of cash and/or Units (as the Manager may elect). The management fees payable in Units will be issued at the volume weighted average price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the period of 10 Business Days (as defined in the Trust Deed) immediately preceding the relevant Business Day.



For FY 2020, the breakdown of the management fees and frequency of payment is as follows:

Group LMIR Trust2020

S$’0002019

S$’0002020

S$’0002019

S$’000Base fee 3,795 5,107 3,725 5,037Performance fee 3,054 7,048 3,054 7,048Authorised Investment fee 159 62 159 62Divestment fee 540 – 540 –Total 7,548 12,217 7,478 12,147

In FY 2020, the Manager’s performance fee is payable once a year after completion of the audited financial statements for the relevant financial year in arrears.

JUSTIFICATION OF FEES PAYABLE TO THE MANAGER

1. Base feeThe Manager receives a base fee of 0.25% per annum of the value of all the assets (excluding those authorised investments not in the nature of real estate) for the time being of the Trust or deemed to be held upon the Trust constituted under the Trust Deed, representing the remuneration to the Manager for executing its core responsibility. The base fee compensates the Manager for the costs incurred in managing LMIR Trust, which includes day-to-day operational costs, compliance costs and costs incurred in managing and monitoring the portfolio. The base fee is calculated at a fixed percentage of asset value as the scope of the Manager’s duties is commensurate with the size of LMIR Trust’s asset portfolio.

Since LMIR Trust’s listing on 19 November 2007, the Manager has taken active steps to keep its portfolio relevant and adaptable to the changing economic and environmental landscapes. As at 31 December 2020, LMIR Trust existing portfolio comprises 21 retail malls and 7 retail spaces spread over Indonesia with a combined gross floor area of 1,647,402 square metres and valuation of S$1,462.7 million.

2. Performance feeThe Manager receives an annual performance fee of 4.0% per annum on the Net Property Income of the Trust or (as the case may be) the Net Property Income of the relevant Special Purpose Vehicles (as defined in the Trust Deed) for each financial year.

The performance fee, which is based on Net Property Income, aligns the interests of the Manager with Unitholders as the Manager is motivated and incentivised to achieve income stability by ensuring the long-term sustainability of the assets through proactive asset management strategies and asset enhancement initiatives. Therefore, to achieve sustainability in LMIR Trust’s Net Property Income, the Manager is dis-incentivised from taking on excessive short-term risks, and will strive to manage LMIR Trust in a balanced manner.

3. Authorised investment management feeThe authorised investment management fee serves the same function as the base fee to compensate the Manager should LMIR Trust invest in any authorised investments which are not in the nature of real estate. For FY 2020, the authorised investment management fees was 0.5%.

Since August 2019, the Manager has been actively managing surplus funds via weekly placements with domestic banks to generate interest income for the Trust. Interest income for FY 2020 was S$2,374,000 compared to S$2,013,000 in prior year.



4. Acquisition and divestment feesIn line with the Manager’s key objective of managing LMIR Trust for the benefit of Unitholders, the Manager regularly reviews its portfolio of properties and considers the acquisition and/or recycling of assets, where appropriate, to optimise its portfolio. This involves a thorough review of the exposures, risks and returns as well as the overall value-add of acquisitions or divestments to LMIR Trust’s existing portfolio and future growth expectations.

In undertaking a proposed acquisition, the Manager is expected to spend time and effort in conducting due diligence, structuring the acquisition, negotiating transaction documentation with the vendor, liaising with the valuers and working with the professional advisers and regulatory authorities to seek the necessary approvals from the regulators and/or Unitholders (where required). Similarly, in undertaking a proposed divestment, the Manager is expected to spend time and effort in negotiating with the prospective purchaser, structuring the divestment, liaising with the valuers and working with the professional advisers and regulatory authorities to seek the necessary approvals from regulators and/or the Unitholders (where required).

The Manager receives an acquisition fee of 1.0% on the acquisition price upon the completion of an acquisition, and a divestment fee of 0.5% on the sale price upon the completion of a divestment. The acquisition fee is higher than the divestment fee because there is additional work required to be undertaken in terms of sourcing, evaluating and conducting due diligence for an acquisition, as compared to a divestment.

The acquisition and divestment fees seek to motivate and compensate the Manager for the time, cost and effort spent in sourcing, evaluating and executing potential opportunities to acquire new properties to further grow LMIR Trust asset portfolio (in the case of an acquisition) or, in rebalancing and unlocking the underlying value of the existing properties (in the case of a divestment). The Manager provides these services over and above the provision of ongoing management services with the aim of enhancing long- term returns, income sustainability and achieving the investment objectives of LMIR Trust.

As required by the Property Funds Appendix, where acquisition fees or divestment fees are to be paid to the Manager for the acquisition of assets from, or divestment of assets to, an interested party, the acquisition fees or divestment fees are to be paid in the form of units in LMIR Trust issued at the prevailing market price, which should not be sold for a period of one year from their date of issuance. This additional requirement for interested party acquisitions and divestments further aligns the Manager’s interests with Unitholders.

DEALING WITH CONFLICT OF INTEREST

The Manager has instituted the following procedures to deal with potential conflicts of interest issues, which the Manager may encounter, in managing LMIR Trust:

• The Manager will not manage any other real estate investment trust which invests in the same type of properties as LMIR Trust;

• All executive officers will be employed by the Manager;

• All resolutions in writing of the Directors in relation to matters concerning LMIR Trust must be approved by a majority of the Directors, including at least one Independent Director;

• At least half of the Board shall comprise Independent Directors; and

• In respect of matters in which the Sponsor and/or its subsidiaries have an interest, direct or indirect, any nominees appointed by the Sponsor and/or its subsidiaries to the Board to represent its/their interest will abstain from voting. In such matters, the quorum must comprise a majority of the Independent Directors and must exclude the nominee Directors of the Sponsor and/ or its subsidiaries.



It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action against any person in relation to any breach of any agreement entered into by the Trustee for and on behalf of LMIR Trust with a related party of the Manager, the Manager shall be obliged to consult a reputable law firm (acceptable to the Trustee) which shall provide legal advice on the matter. If the said law firm is of the opinion that LMIR Trust has a prima facie case against the party allegedly in breach under such agreement, the Manager shall be obliged to take appropriate action in relation to such agreement. The Directors shall have a duty to ensure that the Manager so complies. Notwithstanding the foregoing, the Manager shall inform the Trustee as soon as it becomes aware of any breach of any agreement entered into by the Trustee for and on behalf of LMIR Trust with a related party of the Manager and the Trustee may take any action it deems necessary to protect the rights of Unitholders and/or which is in the interest of Unitholders. Any decision by the Manager not to take action against a related party of the Manager shall not constitute a waiver of the Trustee’s right to take such action as it deems fit against such related party.

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

The Manager has zero tolerance towards bribery and corruption. In addition to clear guidelines and procedures for giving and receipt of corporate gifts and concessionary offers, all employees of LMIR Trust are required to uphold the Manager’s core values and not to engage in any corrupt or unethical practices. This is geared towards maintaining the value of integrity, in all the employees’ dealings at work, to the highest standards.

As a further extension of its policy stance, the Manager requires that agreements entered into with third parties contain provisions against bribery and corruption.

WHISTLE BLOWING POLICY

The ARC has put in place procedures to provide employees of the Manager and external parties such as suppliers, customers, contractors and other stakeholders with well-defined and accessible channels to report on suspected fraud, corruption, dishonest practices or other similar matters relating to LMIR Trust or the Manager, and for the independent investigation of any reports by employees or any third party and appropriate follow-up action. The aim of the whistle blowing policy is to encourage the reporting of such matters in good faith, with the confidence that a whistle-blower making such reports will be treated fairly, and to the extent possible, be protected from reprisal. Reports can be lodged via email at [email protected].

There were no whistle-blowing reports received by the ARC in the financial year under review.

RELATED PARTY TRANSACTIONS

The Manager has established procedures to ensure that all Related Party Transactions will be undertaken on an arm’s length basis, on normal commercial terms and will not be prejudicial to the interests of LMIR Trust and Unitholders.

The Manager must demonstrate to the ARC that such transactions satisfy the foregoing criteria, which may entail obtaining (where practicable) quotations from parties unrelated to the Manager, or obtaining one or more valuation from independent professional valuers (in accordance with the Property Funds Appendix).

The ARC reviews and approves all Related Party Transactions on a quarterly basis or, if the situation requires, as soon as the Related Party Transactions arise. In addition to the foregoing, the following procedures will be undertaken:

• for Related Party Transactions (either individually or aggregated during the same financial year) equal to or exceeding 3.0% but below 5.0% of the value of LMIR Trust’s net tangible assets/net asset value, the ARC shall only give its approval for such transactions if they are on normal commercial terms and are consistent with similar types of transactions made by the Trustee with third parties which are unrelated to the Manager;


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• for Related Party Transactions (either individually or aggregated during the same financial year) equal to or exceeding 5% of the value of LMIR Trust’s net tangible assets/net asset will be reviewed and approved prior to such transactions being entered into, on the basis described in the preceding paragraph, by the ARC which may, as it deems fit, request advice on the transactions from independent sources or advisers, including obtaining valuations from independent professional valuers. Further, under the Listing Manual and the Property Funds Appendix, such transactions would have to be approved by the Unitholders at a meeting of Unitholders; and

• aggregate value of Related Party Transactions entered into during the financial year under review will be disclosed in the Annual Report.

For Related Party Transactions entered into or to be entered into by the Trustee, the Trustee is required to consider the terms of such transactions to satisfy itself that such transactions are conducted on an arm’s length basis and on normal commercial terms, are not prejudicial to the interests of LMIR Trust and the Unitholders, and are in accordance with all applicable requirements of the Property Funds Appendix and/or the Listing Manual relating to the transaction in question. Further, the Trustee has the ultimate discretion under the Trust Deed to decide whether or not to enter into a Related Party Transaction. If the Trustee is to sign any Related Party Transaction contract, the Trustee will review the contract to ensure that it complies with the requirements relating to Related Party Transaction as well as such other guidelines as may from time to time be prescribed by the MAS and the SGX-ST to apply to REITs.

ROLE OF THE AUDIT AND RISK COMMITTEE FOR RELATED PARTY TRANSACTIONS

All Related Party Transactions are subjected to regular periodic reviews by the ARC. The Manager’s internal control procedures are intended to ensure that Related Party Transactions are conducted on an arm’s length basis and on normal commercial terms and are not prejudicial to the interests of Unitholders.

The Manager maintains a register to record all Related Party Transactions (and the bases, including any quotations from unrelated third parties and independent valuations obtained to support such bases, on which they are entered into) which are entered into by LMIR Trust. The Trustee will also have the right to review such audit reports to ascertain that the Property Funds Appendix have been complied with. The ARC will periodically review all Related Party Transactions to ensure compliance with the Manager’s internal control procedures and with the relevant provisions of the Property Funds Appendix and/or the Listing Manual. The review will include the examination of the nature of the transactions and its supporting documents or such other data deemed necessary by the ARC. If a member of the ARC has an interest in a transaction, he is required to abstain from participating in the review and approval process in relation to that transaction.


CONTENTS

114 Statements of Distribution

118

Statement of Portfolio

107 Report of the Trustee

115Statements of Financial Position

128 Notes to the Financial Statements

108 Statement bythe Manager

109

Independent Auditor’s Report

113

Statements of Total Return

117 Consolidated Statement ofCash flows

116 Statements of Changes inUnitholders’Funds

Perpetual (Asia) Limited (the “Trustee”) is under a duty to take into custody and hold the assets of Lippo Malls Indonesia Retail Trust (the “Trust”) and its subsidiaries (the “Group”) in trust for the holders (“Unitholders”) of units in the Trust (the “Units”). In accordance with the Securities and Futures Act Chapter 289 of Singapore, its subsidiary legislation and the Code on Collective Investment Schemes, the Trustee shall monitor the activities of LMIRT Management Ltd (the “Manager”) for compliance with the limitations imposed on the investment and borrowing powers as set out in the trust deed dated 8 August 2007 (as amended by the first supplemental deed dated 18 October 2007, second supplemental deed dated 21 July 2010, first amending and restating deed dated 18 March 2016), supplemental deed of retirement and appointment of trustee dated 1 November 2017 and third supplemental deed dated 19 April 2018 (collectively the “Trust Deed”) between the Trustee and the Manager in each annual financial reporting year and report thereon to Unitholders in an annual report.

To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Group during the year covered by these financial statements set out on pages 113 to 187 in accordance with the limitations imposed on the investment and borrowing powers set out in the Trust Deed.

For and on behalf of the TrusteePerpetual (Asia) Limited

.......................................................Sin Li ChooDirector

Singapore

26 March 2021

REPORT OF THE TRUSTEE


In the opinion of the directors of LMIRT Management Ltd (the “Manager”), the accompanying financial statements of Lippo Malls Indonesia Retail Trust (the “Trust”) and its subsidiaries (the “Group”) set out on pages 113 to 187, comprising the statements of total return, statements of distribution, statements of financial position and statements of changes in unitholders’ funds of the Group and of the Trust, the statement of cash flows and statement of portfolio of the Group, and summary of significant accounting policies and other explanatory notes, are drawn up so as to present fairly, in all material respects, the financial position of the Group and of the Trust and the portfolio holdings of the Group as at 31 December 2020, and the total return, distributable income and changes in unitholders’ funds of the Group and of the Trust and cash flows of the Group for the year then ended in accordance with the provisions of the Trust Deed and the recommendations of Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued by the Institute of Singapore Chartered Accountants. At the date of this statement, there are reasonable grounds to believe that the Group and the Trust will be able to meet their financial obligations as and when they materialise.

For and on behalf of the ManagerLMIRT Management Ltd

.......................................................Liew Chee Seng JamesDirector

Singapore

26 March 2021

STATEMENT BY THE MANAGER


REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying financial statements of Lippo Malls Indonesia Retail Trust (the “Trust”) and its subsidiaries (the “Group”), which comprise the statements of financial position of the Group and of the Trust and the statement of portfolio of the Group as at 31 December 2020, the statements of total return, statements of distribution, statements of changes in unitholders’ funds of the Group and of the Trust, and the consolidated statement of cash flows of the Group for the reporting year then ended, and notes to the financial statements, including significant accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position, statement of total return, statement of distribution and statement of changes in unitholders’ funds of the Trust present fairly, in all material respects, the consolidated financial position and portfolio holdings of the Group and the financial position of the Trust as at 31 December 2020 and the consolidated total return, consolidated distributable income, consolidated changes in unitholders’ funds and consolidated cash flows of the Group and the total return, distributable income and changes in unitholders’ funds of the Trust for the year then ended in accordance with the recommendations of Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts (“RAP 7”) issued by the Institute of Singapore Chartered Accountants (“ISCA”).

BASIS FOR OPINION

We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current reporting year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of investment properties

Please refer to note 2A on accounting policies, note 2C on critical judgements, assumptions and estimation uncertainties, note 14 on investment properties, and the annual report on the section on the audit committee’s views and responses to the reported key audit matter.

The Group owns a portfolio of investment properties comprising retail malls and retail spaces located within other malls in Indonesia. These investment properties are stated at their fair values based on independent external valuations.

INDEPENDENT AUDITOR’S REPORTTO THE UNITHOLDERS OF LIPPO MALLS INDONESIA RETAIL TRUST


KEY AUDIT MATTERS (CONT’D)

Valuation of investment properties (cont’d)

The valuation process involves significant judgement in determining the appropriate valuation methodology to be used and the underlying assumptions to be applied. The valuations are highly sensitive to key assumptions applied, including contracted and future potential rental revenue, quality and condition of the properties, tenant covenants and yields. A small change in the assumptions can have a significant impact to the valuation.

Certain of the external valuation reports have highlighted estimation uncertainty arising from the Covid-19 pandemic and, consequently, a higher degree of caution should be exercised when relying upon the valuation. The valuations are based on the information available as at the date of valuations and values may change significantly and unexpectedly over a short period of time.

As part of our audit procedures, we evaluated the independence, objectivity and competency of the external valuers and read their terms of engagement to check whether there are matters that might have affected the scope of their work and their objectivity. The external valuers have considerable experience in the markets in which the properties are located.

In addition, using our internal valuation specialists, the audit team also assessed the valuation methodologies used by the external valuers.

The audit team tested the integrity of inputs of the projected cash flows used. The audit team also challenged the growth rates and discount rates used in the computations by comparing them against historical rates and available industry data, taking into consideration comparability and market factors (including the impact of the Covid-19 pandemic). Where the rates were outside the expected range, the audit team undertook further procedures to understand the effect of additional factors and, when necessary, held further discussions with management and the external valuers.

Further, we also considered the disclosures in the financial statements which explain the inherent degree of subjectivity and key assumptions adopted in the valuations.

OTHER INFORMATION

LMIRT Management Ltd, the manager of the Trust (the “Manager”), is responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditors’ report thereon.

We have obtained all other information prior to the date of the auditors’ report.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

INDEPENDENT AUDITOR’S REPORT (CONT’D)

TO THE UNITHOLDERS OF LIPPO MALLS INDONESIA RETAIL TRUST


RESPONSIBILITIES OF MANAGER FOR THE FINANCIAL STATEMENTS

The Manager is responsible for the preparation and fair presentation of these financial statements in accordance with the recommendations of RAP 7 issued by ISCA, and for such internal control as the Manager determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Manager is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Manager’s responsibilities include overseeing the Group’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Manager.

• Conclude on the appropriateness of the Manager’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.




AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (CONT’D)

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Manager regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Manager with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Manager, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Adrian Tan Khai-Chung.

RSM Chio Lim LLPPublic Accountants andChartered AccountantsSingapore

26 March 2021Engagement partner – effective from year ended 31 December 2020




Group TrustNote 2020 2019 2020 2019

$’000 $’000 $’000 $’000

Gross revenue 4 148,535 273,001 68,114 78,156Property operating expenses 5 (72,178) (96,796) – –Net property income 76,357 176,205 68,114 78,156Interest income 2,374 2,013 924 2,373Other (losses)/income 6 (3,467) – (45) 359Manager’s management fees 7 (7,548) (12,217) (7,478) (12,147)Trustee’s fees (436) (428) (436) (428)Finance costs 8 (47,954) (41,377) (49,653) (44,561)Other expenses 9 (2,492) (6,617) (2,095) (2,870)Net income 16,834 117,579 9,331 20,882Decrease in fair value of investment properties 14A (193,597) (65,329) – –Decrease in fair value of investment properties

held for divestment 14B (18,508) – – –Impairment loss on investments in subsidiaries 16 – – (170,365) (31,511)Realised gains/(losses) on derivative financial

instruments 495 (1,242) 495 (1,242)Decrease in fair value of derivative financial

instruments 28 (5,916) (11,067) (5,916) (11,067)Realised foreign exchange losses (11,024) (3,119) (10,951) (2,696)Unrealised foreign exchange gains 5,628 5,965 2,279 8,010Amortisation of intangible assets 15 (2,197) (3,335) – –Total (loss)/return before tax (208,285) 39,452 (175,127) (17,624)Income tax expense 10 (21,920) (25,952) (140) (371)Total (loss)/return for the year (230,205) 13,500 (175,267) (17,995)

Other comprehensive (loss)/returnItems that may be reclassified subsequently to

profit or lossExchange differences on translating foreign

operations, net of tax (42,251) 52,796 – –Total comprehensive (loss)/return (272,456) 66,296 (175,267) (17,995)

Total (loss)/return attributable to:Unitholders of the Trust (247,974) (4,220) (193,036) (35,715)Perpetual securities holders 17,769 17,720 17,769 17,720

(230,205) 13,500 (175,267) (17,995)

Total comprehensive (loss)/return attributable to:

Unitholders of the Trust (290,225) 48,576 (193,036) (35,715)Perpetual securities holders 17,769 17,720 17,769 17,720

(272,456) 66,296 (175,267) (17,995)

Cents CentsEarnings per unitBasic and diluted 11 (8.49) (0.15)

STATEMENTS OF TOTAL RETURN YEAR ENDED 31 DECEMBER 2020

The accompanying notes form an integral part of these financial statements.


Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Total (loss)/return for the year (230,205) 13,500 (175,267) (17,995)Add: Net adjustments (note A below) 233,454 54,750 178,516 86,245Income available for distribution to Unitholders

(note B below) 3,249 68,250 3,249 68,250

Distributions to Unitholders:Interim distributions paid during the year (note 12A) 8,698 49,756 8,698 49,756Distribution to Unitholders for the quarter ended

31 December paid after end of year (note 12A) 3,042 15,094 3,042 15,09411,740 64,850 11,740 64,850

Unitholders’ distribution:– As distribution from operations – 43,112 – 43,112– As distribution of Unitholders’ capital contribution 11,740 21,738 11,740 21,738

11,740 64,850 11,740 64,850

Note A – Net adjustmentsDecrease in fair value of investment properties,

net of deferred tax 194,101 53,563 – –Decrease in fair value of investment properties held for

divestment, net of deferred tax 17,093 – – –Manager’s management fees payable in units 2,629 7,048 2,629 7,048Depreciation of plant and equipment 3,233 3,422 – –Decrease in fair value of derivative financial instruments 5,916 11,067 5,916 11,067Unrealised foreign exchange gains (5,628) (5,965) (2,279) (8,010)Amortisation of intangible assets 2,197 3,335 – –Amount reserved for distribution to perpetual securities

holders (17,769) (17,720) (17,769) (17,720)Capital repayment of shareholders’ loans – – 11,740 21,738Exchange differences arising from recognising

dividend income – – (154) (230)Impairment loss on investments in subsidiaries – – 170,365 31,511Allocation of realised exchange differences to capital

repayment of shareholders’ loans – – 10,222 3,087Net overseas income not distributed to the Trust – – 2,502 28,507Other adjustments 31,682* – (4,656) 9,247

233,454 54,750 178,516 86,245

Note BFor the year ended 31 December 2019, this include amount retained for general corporate and working capital purposes.

* Other adjustments represent a non-accounting adjustment to arrive at nil income available for distribution for the 3rd and 4th quarters of 2020.

STATEMENTS OF DISTRIBUTIONYEAR ENDED 31 DECEMBER 2020



Group TrustNote 2020 2019 2020 2019

$’000 $’000 $’000 $’000

Non-current assetsPlant and equipment 13 7,637 10,255 – –Investment properties 14 1,459,360 1,696,813 – –Intangible assets 15 3,326 5,694 – –Investments in subsidiaries 16 – – 1,238,919 1,463,831Total non-current assets 1,470,323 1,712,762 1,238,919 1,463,831

Current assetsTrade and other receivables 18 43,863 50,465 177,070 214,490Other non-financial assets 19 13,047 15,967 1,379 949Investment properties held for divestment 14 – 124,086 – –Cash and cash equivalents 20 108,923 109,726 30,711 5,312Derivative financial instruments 28 442 – 442 –Total current assets 166,275 300,244 209,602 220,751Total assets 1,636,598 2,013,006 1,448,521 1,684,582

Non-current liabilitiesDeferred tax liabilities 10 7,861 11,475 – –Other financial liabilities 24 458,208 635,766 133,559 306,966Other non-financial liabilities 25 79,550 103,910 – –Derivative financial instruments 28 15,518 13,671 15,518 13,671Total non-current liabilities 561,137 764,822 149,077 320,637

Current liabilitiesIncome tax payable 3,749 2,128 208 150Trade and other payables 26 33,729 47,547 400,419 482,270Other financial liabilities 24 219,042 74,858 218,590 –Other non-financial liabilities 27 41,483 47,706 – –Derivative financial instruments 28 4,511 – 4,511 –Total current liabilities 302,514 172,239 623,728 482,420Total liabilities 863,651 937,061 772,805 803,057

Net assets 772,947 1,075,945 675,716 881,525

Represented by:Unitholders’ funds 21 509,329 816,298 412,098 621,878Perpetual securities 23 263,618 259,647 263,618 259,647

Net assets 772,947 1,075,945 675,716 881,525

Net asset value per unit attributable to Unitholders (in cents) 21 17.40 28.20 14.08 21.48

STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2020



Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Unitholders’ fundsAt beginning of year 816,298 819,564 621,878 709,435

OperationsTotal (loss)/return for the year (230,205) 13,500 (175,267) (17,995)Less: Amount reserved for distribution to perpetual

securities holders (17,769) (17,720) (17,769) (17,720)Net decrease in net assets resulting from

operations attributed to Unitholders (247,974) (4,220) (193,036) (35,715)

Unitholders’ contributionManager’s management fees settled in units 7,048 6,599 7,048 6,599Change in net assets resulting from creation of units 7,048 6,599 7,048 6,599

Distributions (note 12) (23,792) (58,441) (23,792) (58,441)Total net assets before movements in

foreign currency translation reserve and perpetual securities 551,580 763,502 412,098 621,878

Foreign currency translation reserve*Net movement in other comprehensive (loss)/return (42,251) 52,796 – –At end of year 509,329 816,298 412,098 621,878

Perpetual securitiesAt beginning of year 259,647 259,647 259,647 259,647Amount reserved for distribution to

perpetual securities holders 17,769 17,720 17,769 17,720Distributions to perpetual securities holders (13,798) (17,720) (13,798) (17,720)At end of year 263,618 259,647 263,618 259,647

Net assets 772,947 1,075,945 675,716 881,525

* Foreign currency translation reserve comprises foreign exchange differences arising from translation of the financial statements of foreign operations.

STATEMENTS OF CHANGES IN UNITHOLDERS’ FUNDSYEAR ENDED 31 DECEMBER 2020



Group2020 2019$’000 $’000

Cash flows from operating activitiesTotal (loss)/return before tax for the year (208,285) 39,452Adjustments for:Interest income (2,374) (2,013)Interest expense and other related costs 44,601 37,485Amortisation of borrowing costs 3,353 3,892Depreciation of plant and equipment 3,233 3,422Amortisation of intangible assets 2,197 3,335Decrease in fair value of investment properties held for divestment 18,508 –Decrease in fair value of investment properties 193,597 65,329Fair value loss on derivative financial instruments 5,916 11,067Unrealised foreign exchange gains (5,628) (5,965)Loss on disposal of plant and equipment 148 –Manager’s management fees payable in units 2,629 7,048Operating cash flows before changes in working capital 57,895 163,052Trade and other receivables 5,245 (10,809)Other non-financial assets 2,617 6,381Trade and other payables 2,021 11,051Other non-financial liabilities, current (4,923) 6,581Net cash flows from operations before tax 62,855 176,256Income tax paid (23,913) (39,471)Net cash flows from operating activities 38,942 136,785

Cash flows from investing activitiesDivestment of investment properties held for divestment 108,152 –Capital expenditure on investment properties (7,546) (16,218)Capital expenditure on investment properties held for divestment (2,951) –Purchase of plant and equipment (1,897) (2,794)Interest received 2,374 2,013Net cash flows from/(used in) investing activities 98,132 (16,999)

Cash flows from financing activities Repayment of bank borrowings – (295,000)Repayment of notes issued under EMTN (75,000) –Proceeds from bank borrowings 44,000 –Net proceeds from bond issuance – 333,056Distributions to unitholders (23,792) (58,441)Distributions to perpetual securities holders (13,798) (17,720)Other financial liabilities, current (81) (68)Other non-financial liabilities, non-current (21,867) 11,964Interest paid (44,601) (37,485)Cash restricted in use for bank facilities 1,181 3,416Net cash flows used in financing activities (133,958) (60,278)

Net increase in cash and cash equivalents 3,116 59,508Cash and cash equivalents at beginning of year 105,765 45,299Effect of exchange rate fluctuations on cash held (2,738) 958Cash and cash equivalents at end of year (note 20) 106,143 105,765

CONSOLIDATED STATEMENT OF CASH FLOWSYEAR ENDED 31 DECEMBER 2020



Indonesia retail malls

Group

Description of property Location Acquisition dateGross floorarea in sqm Tenure of land Last valuation date

Fair valueat 31

December2020

Percentageof net assets

at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

1. Gajah Mada Plaza Jalan Gajah Mada 19-26Sub-District of Petojo Utara, District of Gambir, Regency of Central Jakarta, Jakarta-Indonesia

19 November 2007 79,830 Strata titleconstructed on Hak Guna Bangunan (“HGB”) Title common land, expires on 24 January 2040

31 December 2020 65,902 8.5 77,524 7.2

2. Cibubur Junction Jalan Jambore No.1 Cibubur, Sub-District of Ciracas, Regency of East Jakarta, Jakarta-Indonesia

19 November 2007 66,935 Build, Operate and Transfer (“BOT”) scheme, expires on28 July 2025

31 December 2020 22,736 2.9 30,967 2.9

3. The Plaza Semanggi Jalan Jenderal Sudirman Kav.50,Sub-District of Karet Semanggi, District of Setiabudi, Regency of South Jakarta, Jakarta-Indonesia

19 November 2007 155,122 BOT scheme, expires on 31 March 2054

31 December 2020 83,239 10.8 98,443 9.1

4. Mal Lippo Cikarang Jalan MH Thamrin, Lippo Cikarang, Sub-District of Cibatu, District of Lemah Abang, Regency of Bekasi, West Java-Indonesia

19 November 2007 39,604 HGB title, expires on5 May 2023

31 December 2020 66,572 8.6 72,881 6.8

5. Lippo Plaza Ekalokasari Bogor Jalan Siliwangi No. 123,Sub-District of Sukasari, District of Kota Bogor Timur, Administrative City of Bogor, West Java-Indonesia

19 November 2007 58,859 BOT scheme, expires on 27 June 2032

31 December 2020 30,725 4.0 34,606 3.2

6. Bandung Indah Plaza Jalan Merdeka No. 56,Sub-District of Citarum, District of Bandung Wetan, Regency of Bandung, West Java-Indonesia

19 November 2007 75,868 BOT scheme, expires on 31 December 2030

31 December 2020 55,466 7.2 68,924 6.4

7. Istana Plaza Jalan Pasir Kaliki No. 121 – 123, Sub-District of Pamoyanan, District of Cicendo, Regency of Bandung, West Java-Indonesia

19 November 2007 47,533 BOT scheme, expires on17 January 2034

31 December 2020 49,688 6.4 58,758 5.5

STATEMENT OF PORTFOLIO AS AT 31 DECEMBER 2020



Indonesia retail malls

Group


Fair valueat 31

December2020


at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

1. Gajah Mada Plaza Jalan Gajah Mada 19-26Sub-District of Petojo Utara, District of Gambir, Regency of Central Jakarta, Jakarta-Indonesia

19 November 2007 79,830 Strata titleconstructed on Hak Guna Bangunan (“HGB”) Title common land, expires on 24 January 2040

31 December 2020 65,902 8.5 77,524 7.2

2. Cibubur Junction Jalan Jambore No.1 Cibubur, Sub-District of Ciracas, Regency of East Jakarta, Jakarta-Indonesia

19 November 2007 66,935 Build, Operate and Transfer (“BOT”) scheme, expires on28 July 2025

31 December 2020 22,736 2.9 30,967 2.9

3. The Plaza Semanggi Jalan Jenderal Sudirman Kav.50,Sub-District of Karet Semanggi, District of Setiabudi, Regency of South Jakarta, Jakarta-Indonesia

19 November 2007 155,122 BOT scheme, expires on 31 March 2054

31 December 2020 83,239 10.8 98,443 9.1

4. Mal Lippo Cikarang Jalan MH Thamrin, Lippo Cikarang, Sub-District of Cibatu, District of Lemah Abang, Regency of Bekasi, West Java-Indonesia

19 November 2007 39,604 HGB title, expires on5 May 2023

31 December 2020 66,572 8.6 72,881 6.8

5. Lippo Plaza Ekalokasari Bogor Jalan Siliwangi No. 123,Sub-District of Sukasari, District of Kota Bogor Timur, Administrative City of Bogor, West Java-Indonesia

19 November 2007 58,859 BOT scheme, expires on 27 June 2032

31 December 2020 30,725 4.0 34,606 3.2

6. Bandung Indah Plaza Jalan Merdeka No. 56,Sub-District of Citarum, District of Bandung Wetan, Regency of Bandung, West Java-Indonesia

19 November 2007 75,868 BOT scheme, expires on 31 December 2030

31 December 2020 55,466 7.2 68,924 6.4

7. Istana Plaza Jalan Pasir Kaliki No. 121 – 123, Sub-District of Pamoyanan, District of Cicendo, Regency of Bandung, West Java-Indonesia

19 November 2007 47,533 BOT scheme, expires on17 January 2034

31 December 2020 49,688 6.4 58,758 5.5

STATEMENT OF PORTFOLIO (CONT’D)

AS AT 31 DECEMBER 2020



Indonesia retail malls (cont’d)

Group


Fair valueat 31

December2020


at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

8. Sun Plaza Jalan Haji Zainul Arifin No. 7, Madras Hulu, Medan Polonia, Medan, North Sumatra-Indonesia

31 March 2008 167,000 HGB title, expires on24 November 2032

31 December 2020 191,937 24.8 219,073 20.4

9. Pluit Village Jalan Pluit Indah Raya,Sub-District of Pluit, District of Penjaringan, City of North Jakarta, Province of DKI Jakarta, Indonesia

6 December 2011 150,905 BOT scheme, expires on9 June 2027

31 December 2020 63,101 8.2 78,993 7.3

10. Plaza Medan Fair Jalan Jendral Gatot Subroto, Sub-District of Sekip, District of Medan Petisah, City of Medan, Province of North Sumatera, Indonesia

6 December 2011 141,866 BOT scheme, expires on23 July 2027

31 December 2020 86,433 11.2 99,799 9.3

11. Palembang Square Extension Jalan Angkatan45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province, Indonesia

15 October 2012 23,825 BOT scheme, expires on25 January 2041

31 December 2020 25,648 3.3 28,486 2.6

12. Lippo Plaza Kramat Jati Jalan Raya Bogor Km 19, Kramat Jati Sub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province, Indonesia

15 October 2012 65,446 HGB title, expires on 24 October 2024

31 December 2020 52,837 6.8 64,007 5.9

13. Tamini Square Jalan Raya Taman Mini Pintu 1 No.15, Pinang Ranti Sub District, Makasar Distrik, East Jakarta Region, DKI Jakarta Province, Indonesia

14 November 2012 18,963 Strata title constructed on HGB title common land, expires on26 September 2035

31 December 2020 24,558 3.2 27,227 2.5

14. Palembang Square Jalan Angkatan45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatra Province, Indonesia


31 December 2020 64,731 8.4 71,507 6.6

15. Lippo Mall Kemang Jalan Kemang VI, Bangka Sub District, Mampang Prapatan District, South Jakarta,DKI Jakarta Province, Indonesia

17 December 2014 150,932 Strata title constructed on HGB title common land, expires on28 June 2035

31 December 2020 212,419 27.5 258,606 24.0






Group


Fair valueat 31

December2020


at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

8. Sun Plaza Jalan Haji Zainul Arifin No. 7, Madras Hulu, Medan Polonia, Medan, North Sumatra-Indonesia

31 March 2008 167,000 HGB title, expires on24 November 2032

31 December 2020 191,937 24.8 219,073 20.4

9. Pluit Village Jalan Pluit Indah Raya,Sub-District of Pluit, District of Penjaringan, City of North Jakarta, Province of DKI Jakarta, Indonesia

6 December 2011 150,905 BOT scheme, expires on9 June 2027

31 December 2020 63,101 8.2 78,993 7.3

10. Plaza Medan Fair Jalan Jendral Gatot Subroto, Sub-District of Sekip, District of Medan Petisah, City of Medan, Province of North Sumatera, Indonesia

6 December 2011 141,866 BOT scheme, expires on23 July 2027

31 December 2020 86,433 11.2 99,799 9.3

11. Palembang Square Extension Jalan Angkatan45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatera Province, Indonesia

15 October 2012 23,825 BOT scheme, expires on25 January 2041

31 December 2020 25,648 3.3 28,486 2.6

12. Lippo Plaza Kramat Jati Jalan Raya Bogor Km 19, Kramat Jati Sub District, Kramat Jati District, East Jakarta Region, DKI Jakarta Province, Indonesia

15 October 2012 65,446 HGB title, expires on 24 October 2024

31 December 2020 52,837 6.8 64,007 5.9

13. Tamini Square Jalan Raya Taman Mini Pintu 1 No.15, Pinang Ranti Sub District, Makasar Distrik, East Jakarta Region, DKI Jakarta Province, Indonesia


31 December 2020 24,558 3.2 27,227 2.5

14. Palembang Square Jalan Angkatan45/POM IX, Lorok Pakjo Sub District, Ilir Barat 1 District, Palembang City, South Sumatra Province, Indonesia


31 December 2020 64,731 8.4 71,507 6.6

15. Lippo Mall Kemang Jalan Kemang VI, Bangka Sub District, Mampang Prapatan District, South Jakarta,DKI Jakarta Province, Indonesia

17 December 2014 150,932 Strata title constructed on HGB title common land, expires on28 June 2035

31 December 2020 212,419 27.5 258,606 24.0






Group


Fair valueat 31

December2020


at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

16. Lippo Plaza Batu Jalan Diponegoro RT. 07 RW. 05, Sub District of Sisir, District of Batu, City of Batu, Province of East Java, Indonesia

7 July 2015 34,340 HGB title, expires on8 June 2031

31 December 2020 21,870 2.8 25,698 2.4

17. Palembang Icon Jalan POM IX, Sub District of Lorok Pakjo, District of llir Barat I, City of Palembang, Province of South Sumatra, Indonesia

10 July 2015 50,889 HGB title, BOT scheme, expires on 30 April 2040

31 December 2020 66,892 8.7 74,801 7.0

18. Lippo Mall Kuta Jalan Kartika Plaza, Sub District of Kuta, District of Kuta, Regency of Badung, Province of Bali, Indonesia

29 December 2016 48,467 HGB title, expires on22 March 2037

31 December 2020 65,666 8.5 76,339 7.1

19. Lippo Plaza Kendari Jalan MT Haryono No.61-63, Kendari, South East Sulawesi 93117, Indonesia

21 June 2017 34,784 BOT scheme, expires on7 July 2041

31 December 2020 32,015 4.1 34,021 3.2

20. Lippo Plaza Jogja Jalan Laksda Adi SuciptoNo.32-34, Yogyakarta, Indonesia

22 December 2017 66,098 HGB title, expires on27 December 2043

31 December 2020 48,304 6.2 53,303 5.0

21. Kediri Town Square Jalan Hasanudin No. 2, RT/22 RW/06, Balowerti Subdistrict, Kediri, East Java, Indonesia

22 December 2017 28,688 HGB title, expires on12 August 2024

31 December 2020 35,175 4.6 40,537 3.8

22. Pejaten Village* Jalan Warung Jati Barat No.39, Jati Padang Sub District, Pasar Minggu District, South Jakarta Region, DKI Jakarta Province, Indonesia

20 December 2012 91,749 HGB title, expires on3 November 2027

– – – 96,636 9.0

23. Binjai Supermall* Jalan Soekarno Hatta No.14, Timbang Langkat Sub District, East Binjai District, Binjai City, North Sumatra Province, Indonesia

28 December 2012 44,153 HGB title, expires on2 September 2036

– – – 27,450 2.5

* The fair value of investment properties held for divestment as at 31 December 2019 were based on the sales consideration in the conditional sale and purchase agreements entered into by the Group on 30 December 2019. The malls were divested on 30 July 2020 and 3 August 2020 respectively.





Indonesia retail spaces

Group


Fair valueat 31

December2020


at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

1. Mall WTC Matahari Units Jalan Raya Serpong No.39, Sub-District of Pondok Jagung, District of Serpong, Regency of Tangerang, Banten-Indonesia

19 November 2007 11,184 Strata title constructed on HGB title common land, expires on8 April 2038

31 December 2020 10,016 1.3 11,231 1.0

2. Metropolis Town Square Units Jalan Hartono Raya, Sub-District of Cikokol, District of Cipete, Regency of Tangerang,Banten-Indonesia

19 November 2007 15,248 Strata title constructed on HGB title common land, expires on27 December 2029

31 December 2020 12,728 1.6 14,021 1.3

3. Depok Town Square Units Jalan Margonda Raya No. 1,Sub-District of Pondok Cina, District of Depok, Regency of Depok, West Java-Indonesia

19 November 2007 13,045 Strata title constructed on HGB title common land, expires on27 February 2035

31 December 2020 13,832 1.8 15,300 1.4

4. Java Supermall Units Jalan MT Haryono, No. 992-994, Sub-District of Jomblang, District of Semarang Selatan, Regency of Semarang, Central Java-Indonesia


31 December 2020 12,270 1.6 13,525 1.3

5. Malang Town Square Units Jalan Veteran No. 2, Sub-District of Penanggungan, District of Klojen, Regency of Malang, EastJava-Indonesia

19 November 2007 11,065 Strata title constructed on HGB title common land, expires on 21 April 2033

31 December 2020 16,132 2.1 16,681 1.6





Indonesia retail spaces

Group


Fair valueat 31

December2020


at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

1. Mall WTC Matahari Units Jalan Raya Serpong No.39, Sub-District of Pondok Jagung, District of Serpong, Regency of Tangerang, Banten-Indonesia

19 November 2007 11,184 Strata title constructed on HGB title common land, expires on8 April 2038

31 December 2020 10,016 1.3 11,231 1.0

2. Metropolis Town Square Units Jalan Hartono Raya, Sub-District of Cikokol, District of Cipete, Regency of Tangerang,Banten-Indonesia

19 November 2007 15,248 Strata title constructed on HGB title common land, expires on27 December 2029

31 December 2020 12,728 1.6 14,021 1.3

3. Depok Town Square Units Jalan Margonda Raya No. 1,Sub-District of Pondok Cina, District of Depok, Regency of Depok, West Java-Indonesia


31 December 2020 13,832 1.8 15,300 1.4

4. Java Supermall Units Jalan MT Haryono, No. 992-994, Sub-District of Jomblang, District of Semarang Selatan, Regency of Semarang, Central Java-Indonesia


31 December 2020 12,270 1.6 13,525 1.3

5. Malang Town Square Units Jalan Veteran No. 2, Sub-District of Penanggungan, District of Klojen, Regency of Malang, EastJava-Indonesia

19 November 2007 11,065 Strata title constructed on HGB title common land, expires on 21 April 2033

31 December 2020 16,132 2.1 16,681 1.6





Indonesia retail spaces (cont’d)

Group


Fair valueat 31

December2020


at 31December

2020

Fair valueat 31

December2019


at 31December

2019$’000 % $’000 %

6. Plaza Madiun Units Jalan Pahlawan No. 38-40,Sub-District of Pangongangan, District of Manguharjo, Regency of Madiun, East Java-Indonesia


31 December 2020 20,599 2.7 22,354 2.1

7. Grand Palladium Units Jalan Kapten Maulana Lubis,Sub-District of Petisah Tengah, District of Medan Petisah, Regency of Medan, NorthSumatra-Indonesia

19 November 2007 13,730 Strata title constructed on HGB title common land, expires on9 November 2028

31 December 2020 7,869 1.0 9,201 0.8

Investment properties and investment properties held for divestment 1,459,360 188.8 1,820,899 169.2Other net liabilities (686,413) (88.8) (744,954) (69.2)Net asset value 772,947 100.0 1,075,945 100.0

Disclosed in statement of financial position as follows:

2020 2019$’000 $’000

Investment properties – non-current 1,459,360 1,696,813Investment properties held for divestment – current – 124,086

1,459,360 1,820,899





YEAR ENDED 31 DECEMBER 2020

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL

Lippo Malls Indonesia Retail Trust (“LMIR Trust” or the “Trust”) is a Singapore-domiciled unit trust constituted pursuant to the trust deed dated 8 August 2007 (the “Trust Deed”) entered into between LMIRT Management Ltd (the “Manager”) and HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”), governed by the laws of the Republic of Singapore.

On 1 November 2017, the Manager entered into a Supplemental Deed of Retirement and Appointment of Trustee with HSBC Institutional Trust Services (Singapore) Limited as the retiring Trustee and Perpetual (Asia) Limited as the new Trustee. The change of trustee took effect on 3 January 2018.

The Trustee is under a duty to take into custody and hold the assets of the Trust and its subsidiaries (the “Group”) in trust for the holders (“Unitholders”) of units in the Trust (the “Units”).

The Trust is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”).

The parent company of the Manager is PT Lippo Karawaci Tbk (the “Sponsor”), incorporated in Indonesia and a substantial Unitholder.

The property manager of the properties is PT Lippo Malls Indonesia (the “Property Manager”), a wholly-owned subsidiary of the Sponsor.

The financial statements are presented in Singapore dollars, recorded to the nearest thousands, unless otherwise stated, and they cover the Trust and the Group.

The board of directors of the Manager approved and authorised these financial statements for issue on 26 March 2021.

The registered office of the Manager is located at 6 Shenton Way, OUE Downtown 2 #12-08 Singapore 068809.

The principal activities of the Group and of the Trust are to invest in a diversified portfolio of income-producing real estate properties in Indonesia. These are primarily used for retail and/or retail-related purposes. The primary objective is to deliver regular and stable distributions to Unitholders and to achieve long-term growth in the net asset value per unit.

The Covid-19 pandemic and its aftermath have caused, and will continue to cause, disruptions for the foreseeable future to, and create uncertainty surrounding, the Group’s business. The Group incurred a loss after tax of $230,205,000 for the reporting year ended 31 December 2020 and, as at that date, its current liabilities exceeded its current assets by $136,239,000. There is significant uncertainty around the medium to long term impact of Covid-19. Economic forecasts are continually changing and government support for businesses are evolving. These uncertainties have impacted the Group’s operations and may create questions regarding, among other things, the valuation of investment properties and allowance for impairment of trade receivables. These uncertainties give rise to difficulties in making an accurate assessment by management of the future impact on the Group.

Notwithstanding the above, management concludes that the going concern basis of accounting is still appropriate because, subsequent to year end, the Group issued US$200.0 million 7.50% Guarantee Senior Notes to repay both the $175.0 million loan facilities due in August 2021 and the $44.0 million revolving credit facilities. Following the repayment of these borrowings that are due within 12 months, the Group will only have two borrowings that will be due in 2022, namely, the $40.0 million vendor financing due in April 2022 (extendable by one year upon mutual consent) and a $67.5 million loan facility due in November 2022. These will represent only 12.6% of the Group’s total debt obligations at that point in time. In addition, average weighted debt maturity has improved from 2.31 years to 3.55 years. Accordingly, management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.


NOTES TO THE FINANCIAL STATEMENTS (CONT’D)


1. GENERAL (CONT’D)

Statement of compliance

The financial statements have been prepared in accordance with the recommendations of the Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts (“RAP 7”) issued by the Institute of Singapore Chartered Accountants and the applicable requirements of the Code on Collective Investment Schemes (“CIS Code”) issued by the Monetary Authority of Singapore (“MAS”) and the provisions of the Trust Deed. RAP 7 requires that the accounting policies should generally comply with the principles relating to recognition and measurement of the Financial Reporting Standards (“FRS”) issued by the Accounting Standards Council.

Accounting convention

The financial statements are prepared on a going concern basis under the historical cost convention except where an FRS requires an alternative treatment (such as fair value) as disclosed where appropriate in these financial statements. The accounting policies in FRS may not be applied when the effect of applying them is immaterial. The disclosures required by FRS need not be made if the information is immaterial.

Other comprehensive return comprises items of income and expenses (including reclassification adjustments) that are not recognised in the profit or loss, as required or permitted by FRS. Reclassification adjustments are amounts reclassified to profit or loss in the income statement in the current period that were recognised in other comprehensive income in the current or previous periods.

Basis of presentation

The consolidated financial statements include the financial statements made up to the end of the reporting year of the Trust and all of its subsidiaries. The consolidated financial statements are the financial statements of the Group in which the assets, liabilities, equity, income, expenses and cash flows of the parent and its subsidiaries are presented as those of a single economic entity and are prepared using uniform accounting policies for like transactions and other events in similar circumstances. All significant intragroup balances and transactions, including income, expenses and cash flows are eliminated on consolidation. Subsidiaries are consolidated from the date the reporting entity obtains control of the investee and cease when the reporting entity loses control of the investee. Control exists when the Group has the power to govern the financial and operating policies so as to gain benefits from its activities.

Changes in the Group’s ownership interest in a subsidiary that do not result in the loss of control are accounted for within Unitholders’ funds as transactions with owners in their capacity as owners. The carrying amounts of the Group’s and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. When the Group loses control of a subsidiary it derecognises the assets and liabilities and related equity components of the former subsidiary. Any gain or loss is recognised in profit or loss. Any investment retained in the former subsidiary is measured at its fair value at the date when control is lost and is subsequently accounted for as equity investments financial assets in accordance with the financial reporting standard on financial instruments.




1. GENERAL (CONT’D)

Basis of preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Apart from those involving estimations, management has made judgements in the process of applying the entity’s accounting policies. The areas requiring management’s most difficult, subjective or complex judgements, or areas where assumptions and estimates are significant to the financial statements, are disclosed at the end of this footnote, where applicable.

Net assets attributable to Unitholders

RAP 7 requires that unit trusts classify the units on initial recognition as equity. The net assets attributable to Unitholders comprise the residual interest in the assets of the unit trust after deducting its liabilities. Under RAP 7, distributions are accrued for at reporting year end date if the Manager has the discretion to declare distributions without the need for Unitholder or trustee approval and a constructive or legal obligation has been created. Distributions to Unitholders are recognised as liabilities when they are declared.

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION

2A. Significant accounting policies

Income and revenue recognition

The financial reporting standard on revenue from contracts with customers establishes a five-step model to account for revenue arising from contracts with customers. Revenue is recognised at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer (which excludes estimates of variable consideration that are subject to constraints, such as right of return exists, trade discounts, volume rebates and changes to the transaction price arising from modifications), net of any related sales taxes and excluding any amounts collected on behalf of third parties. An asset (goods or services) is transferred when or as the customer obtains control of that asset. As a practical expedient the effects of any significant financing component is not adjusted if the payment for the good or service will be within one year. Revenue is recognised as follows:

Rental revenue from operating leases

Rental revenue, service charge revenue and other rental income are recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is representative of the time pattern of the user’s benefit, even if the payments are not on that basis.

Revenue from rendering of services

Car park revenue is recognised when the Group satisfies the performance obligation at a point in time. Utility recovery revenue is recognised over time at the amount that the Group has the right to bill a fixed amount for service provided.




2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)

2A. Significant accounting policies (cont’d)

Income and revenue recognition (cont’d)

Dividend income

Dividend from equity instruments is recognised in profit or loss only when the entity’s right to receive payment of the dividend is established, it is probable that the economic benefits associated with the dividend will flow to the entity, and the amount of the dividend can be measured reliably.

Interest income

Interest income is recognised using the effective interest method.

Income tax

The income taxes are accounted for using the asset and liability method that requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequence of events that have been recognised in the financial statements or tax returns. The measurements of current and deferred tax liabilities and assets are based on provisions of the enacted or substantially enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. Tax expense (tax benefit) is the aggregate amount included in the determination of profit or loss for the reporting year in respect of current tax and deferred tax. Current and deferred income taxes are recognised as income or as an expense in profit or loss unless the tax relates to items that are recognised in the same or a different period outside profit or loss. For such items recognised outside profit or loss the current tax and deferred tax are recognised (a) in other comprehensive income if the tax is related to an item recognised in other comprehensive income and (b) directly in Unitholders’ funds if the tax is related to an item recognised directly in Unitholders’ funds. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same income tax authority. The carrying amount of deferred tax assets is reviewed at each end of the reporting year and is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realised. A deferred tax amount is recognised for all temporary differences, unless the deferred tax amount arises from the initial recognition of an asset or liability in a transaction which (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax liability or asset is recognised for all taxable temporary differences associated with investments in subsidiaries except where the reporting entity is able to control the timing of the reversal of the taxable temporary difference and it is probable that the taxable temporary difference will not be reversed in the foreseeable future or for deductible temporary differences, they will not be reversed in the foreseeable future and they cannot be utilised against taxable profits.






Foreign currency transactions

The functional currency of the Trust is Singapore dollar as it reflects the primary economic environment in which the entity operates. Transactions in foreign currencies are recorded in the functional currency at the rates ruling at the dates of the transactions. At each end of the reporting year, recorded monetary balances and balances measured at fair value that are denominated in non-functional currencies are reported at the rates ruling at the end of the reporting year and fair value measurement dates respectively. All realised and unrealised exchange adjustment gains and losses are dealt with in the profit or loss except when recognised in other comprehensive income and if applicable deferred in Unitholders’ funds such as for qualifying cash flow hedges. The presentation is the functional currency.

Translation of financial statements of other entities

Each entity in the Group determines the appropriate functional currency as it reflects the primary economic environment in which the relevant reporting entity operates. In translating the financial statements of such an entity for incorporation in the consolidated financial statements in the presentation currency the assets and liabilities denominated in other currencies are translated at end of the reporting year rates of exchange and the income and expense items for each statement presenting profit or loss and other comprehensive return are translated at average rates of exchange for the reporting year. The resulting translation adjustments (if any) are recognised in other comprehensive return and accumulated in a separate component of Unitholders’ funds until the disposal of that relevant reporting entity.

Segment reporting

Reportable segments are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing the performance. Segment information has not been presented as all of the Group’s investment properties are used primarily for retail purposes and are all located in Indonesia. They are regarded as one component by the chief operating decision maker.

Borrowing costs

Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. The interest expense is calculated using the effective interest rate method. Borrowing costs are recognised as an expense in the period in which they are incurred except that borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset that necessarily take a substantial period of time to get ready for their intended use or sale are capitalised as part of the cost of that asset until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.






Unit-based payments

The issued capital is increased by the fair value of the transaction. Incidental costs directly attributable to the issuance of units are deducted against Unitholders’ funds.

Plant and equipment

Depreciation is provided on a straight-line basis to allocate the gross carrying amounts of the assets less their residual values over their estimated useful lives of each part of an item of these assets. The annual rates of depreciation are as follows:

Plant and equipment – 25% to 33%

An asset is depreciated when it is available for use until it is derecognised even if during that period the item is idle. Fully depreciated assets still in use are retained in the financial statements.

Plant and equipment are carried at cost on initial recognition and after initial recognition at cost less any accumulated depreciation and any accumulated impairment losses. The gain or loss arising from the de-recognition of an item of plant and equipment is measured as the difference between the net disposal proceeds, if any, and the carrying amount of the item and is recognised in profit or loss.

The residual value and the useful life of an asset is reviewed at least at each end of the reporting year and, if expectations differ significantly from previous estimates, the changes are accounted for as a change in an accounting estimate, and the depreciation charge for the current and future periods are adjusted.

Cost also includes acquisition cost, borrowing cost capitalised and any cost directly attributable to bringing the asset or component to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are recognised as an asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss when they are incurred.

Investment property

Investment property is property (land or a building or part of a building or both) owned or held under a finance lease to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services or for administrative purposes or sale in the ordinary course of business. It includes an investment property in the course of construction. After initial recognition at cost including transaction costs the fair value model is used to measure the investment property at fair value at least once a year. A gain or loss arising from a change in the fair value of investment property is included in profit or loss for the reporting year in which it arises. The fair values are measured periodically on a systematic basis at least once yearly by independent professional valuers having an appropriate recognised professional qualification and recent experience in the location and category of property being valued.






Assets classified as held for sale

Identifiable assets and liabilities and any disposal groups are classified as held for sale if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use. The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, except as permitted by the financial reporting standard on non-current assets held for sale and discontinued operations in certain circumstances. It can include a subsidiary acquired exclusively with a view to resale. Assets that meet the criteria to be classified as held for sale are measured at the lower of carrying amount and fair value less costs of disposal and are presented separately on the face of the statement of financial position. Impairment losses on initial classification of the balances as held for sale are included in profit or loss, even when there is a revaluation. The same applies to gains and losses on subsequent remeasurement.

Assets classified as held for sale comprise investment properties held for divestment.

Leases of lessor

As a lessor the reporting entity classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset and it is presented in its statement of financial position as a receivable at an amount equal to the net investment in the lease. For a finance lease the finance income is recognised over the lease term, based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset.

Intangible assets

Intangible assets relating to guaranteed rental payments from certain master lease agreements are measured initially at cost, being the fair value at the date of acquisition. Following the initial recognition, intangible asset is measured at cost less any accumulated amortisation and any impairment losses. Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and amortisation method are reviewed at each financial year-end.

The amortisable amount of an intangible asset with finite useful life is allocated on a systematic basis over the best estimate of its useful life from the point at which the asset is ready for use.

The rental guaranteed payments are amortised over the guarantee periods, which range from 3 to 6 years.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit and loss when the asset is derecognised.






Subsidiaries

A subsidiary is an entity including unincorporated and special purpose entity that is controlled by the reporting entity and the reporting entity is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The existence and effect of substantive potential voting rights that the reporting entity has the practical ability to exercise (that is, substantive rights) are considered when assessing whether the reporting entity controls another entity.

In the Trust’s separate financial statements, the investments in subsidiaries are accounted for at cost less any allowance for impairment in value. Impairment loss recognised in profit or loss for a subsidiary is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying values and the net book values of the investments in subsidiaries are not necessarily indicative of the amounts that would be realised in a current market exchange.

Joint arrangements – joint operations

A joint arrangement (that is, either a joint operation or a joint venture, depending on the rights and obligations of the jointly controlling parties to the arrangement), is one in which the reporting entity is party to an arrangement of which two or more parties have joint control, which is the contractually agreed sharing of control of the arrangement; it exists only when decisions about the relevant activities (that is, activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control. In a joint operation, the parties with joint control have rights to the assets, and obligations for the liabilities, relating to the arrangement. The reporting entity recognises its share of the operation’s assets, liabilities, income and expenses that are combined line by line with similar items in the reporting entity’s financial statements and accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the FRSs applicable to the particular assets, liabilities, revenues and expenses. When the reporting entity enters into a transaction with a joint operation, such as a sale or contribution of assets, the reporting entity recognises gains and losses resulting from such a transaction only to the extent of the other parties’ interests in the joint operation.

Business combinations

Business combinations are accounted for by applying the acquisition method. There were no business combinations during the reporting year.






Impairment of non-financial assets

Irrespective of whether there is any indication of impairment, an annual impairment test is performed at the same time every year on an intangible asset with an indefinite useful life or an intangible asset not yet available for use. The carrying amount of other non-financial assets is reviewed at each end of the reporting year for indications of impairment and where an asset is impaired, it is written down through the profit or loss to its estimated recoverable amount. The impairment loss is the excess of the carrying amount over the recoverable amount and is recognised in the profit or loss unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. When the fair value less costs of disposal method is used, any available recent market transactions are taken into consideration. When the value in use method is adopted, in assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). At each end of the reporting year non-financial assets other than goodwill with impairment loss recognised in prior periods are assessed for possible reversal of the impairment. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Financial instruments

Recognition and de-recognition of financial instruments

A financial asset or a financial liability is recognised in the statement of financial position when, and only when, the entity becomes party to the contractual provisions of the instrument. All other financial instruments (including regular-way purchases and sales of financial assets) are recognised and derecognised, as applicable, using trade date accounting or settlement date accounting. A financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the entity neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. A financial liability is removed from the statement of financial position when, and only when, it is extinguished, that is, when the obligation specified in the contract is discharged or cancelled or expires. At initial recognition the financial asset or financial liability is measured at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.






Financial instruments (cont’d)

Classification and measurement of financial assets

(i) Financial asset classified as measured at amortised cost

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at fair value through profit or loss (“FVTPL”), that is: (a) the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and (b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Typically trade and other receivables, bank and cash balances are classified in this category.

(ii) Financial asset that is a debt asset instrument classified as measured at fair value through other comprehensive income (“FVTOCI”)

There were no financial assets classified in this category at reporting year end date.

(iii) Financial asset that is an equity investment classified as measured at FVTOCI

There were no financial assets classified in this category at reporting year end date.

(iv) Financial asset classified as measured at FVTPL

All other financial assets are classified as measured at FVTPL. In addition, on initial recognition, management may irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.

Classification and measurement of financial liabilities

Financial liabilities are classified as at FVTPL in either of the following circumstances:

(i) The liabilities are managed, evaluated and reported internally on a fair value basis; or

(ii) The designation eliminates or significantly reduces an accounting mismatch that would otherwise arise.

All other financial liabilities are carried at amortised cost using the effective interest method. Reclassification of any financial liability is not permitted.

Cash and cash equivalents

Cash and cash equivalents include bank and cash balances, and on demand deposits. For the statement of cash flows, the items include cash and cash equivalents less cash subject to restriction.






Hedging

The Group is exposed to currency risks and interest rate risks. The policy is to reduce currency risks and interest rate exposures through derivatives and other hedging instruments. From time to time, there may be borrowings and foreign exchange arrangements or interest rate swap contracts or similar instruments entered into as hedges against changes in interest rates, cash flows or the fair value of financial assets and liabilities. The gain or loss from re-measuring these hedging or other arrangement instruments at fair value are recognised in profit or loss. The applicable derivatives and other hedging instruments used are described below in the notes to the financial statements.

Derivatives

A derivative financial instrument is a financial instrument with all three of the following characteristics: (a) its value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices, credit ratings or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract; (b) it requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors; and (c) it is settled at a future date. The derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently classified as measured at FVTPL unless the derivative is designated and effective as a hedging instrument.

Fair value measurement

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When measuring the fair value of an asset or a liability, market observable data to the extent possible is used. If the fair value of an asset or a liability is not directly observable, an estimate is made using valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs (e.g. by use of the market comparable approach that reflects recent transaction prices for similar items, discounted cash flow analysis, or option pricing models refined to reflect the issuer’s specific circumstances). Inputs used are consistent with the characteristics of the asset or liability that market participants would take into account. The entity’s intention to hold an asset or to settle or otherwise fulfil a liability is not taken into account as relevant when measuring fair value.

Fair values are categorised into different levels in a fair value hierarchy based on the degree to which the inputs to the measurement are observable and the significance of the inputs to the fair value measurement in its entirety: Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Transfers between levels of the fair value hierarchy are recognised at the end of the reporting period during which the change occurred.






Fair value measurement (cont’d)

The carrying values of current financial instruments approximate their fair values due to the short-term maturity of these instruments and the disclosures of fair value are not made when the carrying amount of current financial instruments is a reasonable approximation of the fair value. The fair values of non-current financial instruments may not be disclosed separately unless there are significant differences at the end of the reporting year and in the event the fair values are disclosed in the relevant notes to the financial statements.

In making the fair value measurement for a non-financial asset, management determines the highest and best use of the asset and whether the asset is used in combination with other assets or on a stand-alone basis.

2B. Other explanatory information

Provisions

A liability or provision is recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. A provision is made using best estimates of the amount required in settlement and where the effect of the time value of money is material, the amount recognised is the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. Changes in estimates are reflected in profit or loss in the reporting year they occur.

Perpetual securities

Proceeds from issuance of perpetual securities have been recognised as equity. Distributions to the perpetual securities holders are payable semi-annually in arrears on a discretionary basis and are non-cumulative. Expenses relating to issuance of these perpetual securities are deducted against the proceeds from the issue.

2C. Critical judgements, assumptions and estimation uncertainties

The critical judgements made in the process of applying the accounting policies that have the most significant effect on the amounts recognised in the financial statements and the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting year are discussed below. These estimates and assumptions are periodically monitored to make sure they incorporate all relevant information available at the date when financial statements are prepared. However, this does not prevent actual figures differing from estimates.

Valuation of investment properties

Significant judgements and assumptions are made in the valuation of investment properties, and these require the use of estimates including future cash flows, growth rates, discount rates and terminal discount rates. Please refer to note 14 for greater details.





2C. Critical judgements, assumptions and estimation uncertainties (cont’d)

Income tax

The Group recognises tax liabilities and tax assets based on an estimation of the likely taxes due, which requires significant judgement as to the ultimate tax determination of certain items. Where the actual amount arising from these issues differs from these estimates, such differences will have an impact on income tax and deferred tax amounts in the period when such determination is made.

In addition, management judgement is required in determining the amount of current and deferred tax recognised and the extent to which amounts should or can be recognised. A deferred tax asset is recognised if it is probable that the entity will earn sufficient taxable profit in future periods to benefit from a reduction in tax payments. This involves management making assumptions within its overall tax planning activities and periodically reassessing them in order to reflect changed circumstances as well as tax regulations. Moreover, the measurement of a deferred tax asset or liability reflects the manner in which the Group expects to recover the asset’s carrying value or settle the liability. As a result, due to their inherent nature assessments of likelihood are judgmental and not susceptible to precise determination.

Further, deferred tax relating to an asset is dependent on whether the Group expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in FRS 40 Investment Property or when fair value is required or permitted by an FRS for a non-financial asset. In this connection, management has taken the view that there is clear evidence that it will consume the economic benefits of the investment properties throughout their economic lives.

The current and deferred tax amounts are disclosed in note 10.

Assessment of impairment of trade receivables

The allowance for expected credit losses (“ECL”) assessment requires a degree of estimation and judgement. It is based on the lifetime ECL for trade receivables. In measuring the ECL, management considers all reasonable and supportable information such as the Group’s past experience at collecting receipts, any increase in the number of delayed receipts in the portfolio past the average credit period, and forward looking information such as forecasts of future economic conditions (including the impact of the Covid-19 pandemic). The carrying amounts might change materially within the next reporting year but these changes may not arise from assumptions or other sources of estimation uncertainty at the end of the reporting year. The carrying amount is disclosed in note 18 on trade and other receivables.

Fair value of derivative financial instruments

Certain of the financial instruments stated at fair values are not based on quoted prices in active markets, and therefore there is significant measurement uncertainty involved in this valuation. Management makes any adjustments where necessary to reflect the assumptions that marketplace participants would use in similar circumstances. The assumptions and fair values are disclosed in note 28.





2C. Critical judgements, assumptions and estimation uncertainties (cont’d)

Assessment of impairment of investments in subsidiaries

Where an investee is in net equity deficit and or has suffered losses, a test is made whether the investment in the investee has suffered any impairment. This determination requires significant judgement. An estimate is made of the future profitability of the investee, and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, and operational and financing cash flows. It is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes within the next reporting year that are different from assumptions could require a material adjustment to the carrying amount of the asset affected. The carrying amount of investments in subsidiaries is disclosed in note 16.

3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

FRS 24 on related party disclosures requires the reporting entity to disclose: (a) transactions with its related parties; and (b) relationships between parents and subsidiaries irrespective of whether there have been transactions between those related parties. A party is related to a party if the party controls, or is controlled by, or can significantly influence or is significantly influenced by the other party.

The ultimate controlling party is PT Lippo Karawaci Tbk.

3A. Related party transactions

There are transactions and arrangements between the Trust and related parties and the effects of these on the basis determined between the parties are reflected in these financial statements. The intercompany balances are unsecured without fixed repayment terms and interest unless stated otherwise. For any balances and financial guarantees no interest or charge is imposed unless stated otherwise.

Intragroup transactions and balances that have been eliminated in these consolidated financial statements are not disclosed as related party transactions and balances below.

Significant related party transactions

In addition to transactions and balances disclosed elsewhere in the notes to the financial statements, the Trust has also entered into several service agreements in relation to the management of the Trust and its property operations.




3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONT’D)

3A. Related party transactions (cont’d)

(A) Manager’s fees

Under the Trust Deed, the Manager is entitled to the following:

(i) A base fee of 0.25% (2019: 0.25%) per annum of the value of the Deposited Property (excluding those authorised investment not in the nature of real estate), and the Manager may opt to receive the base fee in the form of units and/or cash;

(ii) A performance fee is fixed at 4.0% (2019: 4.0%) per annum of the Group’s net property income (“NPI”) (calculated before accounting for this additional fee expense in the reporting year). NPI in relation to real estate, whether held directly by the Trust or indirectly through a special purpose company, and in relation to any year or part thereof, means its property income less property operating expenses for such real estate for that year or part thereof. The Manager may opt to receive the performance fee in the form of units and/or cash. Based on the First Amending and Restating Deed dated 18 March 2016, the performance fees for the financial year is computed based on audited financial statements of the Trust. The performance fee of the Manager is paid annually, in accordance with the Code on Collective Investment Schemes;

(iii) An authorised investment management fee of 0.5% (2019: 0.5%) per annum of the value of authorised investments which are not in the form of real estate (whether held directly by the Trust or indirectly through one or more subsidiaries). Where such authorised investment is an interest in a property fund (either a REIT or private property fund) wholly managed by a wholly-owned subsidiary of the Sponsor, no authorised investment management fee shall be payable in relation to such authorised investment;

(iv) An acquisition fee at 1.0% (2019: 1.0%) flat of value or consideration as defined in the Trust Deed for any real estate or other investments (subject to there being no double-counting). Payment of such acquisition fee must comply with Appendix 6 of the Code on Collective Investment Scheme entitled “Investment: Property Funds”; and

(v) A divestment fee of 0.5% (2019: 0.5%) flat of the sales price of any authorised investment directly or indirectly sold or divested from time to time by the Trustee on behalf of the Trust. The Manager may opt to receive the divestment fee in the form of units and/or cash.

(B) Property Manager’s fees

Under the property management agreements in respect of each retail mall and retail space, the Property Manager is entitled to the following:

(i) 2.0% (2019: 2.0%) per annum of the gross revenue for the relevant retail mall and retail space;

(ii) 2.0% (2019: 2.0%) per annum of NPI for the relevant retail mall and retail space (after accounting for the fee expense of 2.0% per annum of gross revenue for the relevant retail mall and retail space); and

(iii) 0.5% (2019: 0.5%) per annum of NPI for the relevant retail mall and retail space in lieu of leasing commissions otherwise payable to the Property Manager and/or third party agents.





3A. Related party transactions (cont’d)

(B) Property Manager’s fees (cont’d)

Under each existing property management agreement, each of the Indonesian subsidiaries that are owners of retail malls and retail spaces (“Retail Mall Property Companies”) agrees to reimburse the Property Manager for its expenses incurred in connection with provision of property management services and with the performance of its duties which are in compliance with the approved annual business plan and budget as stated in the existing property management agreement. Such expenses include, but are not limited to, rent and service charge payable by the Property Manager of its lease of its office premises, advertising and promotion costs, and salaries of the Property Manager’s employees who are approved by the relevant Retail Mall Property Companies.

(C) Trustee’s fees

The Trustee’s fees shall not exceed 0.03% (2019: 0.03%) per annum of the value of the deposited property (as defined in the Trust Deed), subject to a minimum of $15,000 per month, excluding out-of-pocket expenses and goods and services tax (“GST”). The Trustee’s fee is presently charged on a scaled basis of up to 0.03% per annum of the value of the deposited property, subject to a minimum sum per month. Any increase in the rate of remuneration of the Trustee above the permitted limit or any change in the structure of the remuneration of the Trustee shall be approved by an extraordinary resolution at a Unitholders’ meeting duly convened and held in accordance with the provisions of the Trust Deed.

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

ManagerManager’s management fees expense (note 7) 7,548 12,217 7,478 12,147

TrusteeTrustee’s fees expense 436 428 436 428

Property ManagerProperty manager fees expense (note 5) 4,098 7,927 – –

Affiliates of Sponsor(1)

Rental revenue and service charge(2)(3)(4) (31,215) (61,200) – –

(1) The affiliates of the Sponsor are PT First Media Tbk, Yayasan Universitas Pelita Harapan, PT Bank National Nobu, PT Matahari Putra Prima Tbk, PT Gratia Prima Indonesia, PT Matahari Graha Fantasi, PT Maxx Coffee Prima, PT Maxx Food Pasifik, PT Matahari Department Store Tbk, PT Cinemaxx Global Pasifik, PT Internux, PT Sky Parking Utama, PT Solusi Ecommerce Global, PT Visionet Internasional, PT Grahaputra Mandirikharisma, PT Prima Cipta Lestari, PT Prima Wira Utama and PT Link Net. These affiliates of the Sponsor are entities that either have common shareholders with the Sponsor or in which the Sponsor has an interest.

(2) The amount also includes revenue from Lippo Mall Kemang under Sponsor Lessees with PT Multiguna Selaras Maju, PT Harapan Insan Mandiri and PT Violet Pelangi Indah in year 2019.

(3) The amount also includes revenue from Lippo Mall Kuta under Sponsor Lessees with PT Kencana Agung Pratama, PT Kridakarya Anugerah Utama and PT Trimulia Kencana Abdi.

(4) The amount also includes revenue from Lippo Plaza Jogja under Sponsor Lessees with PT Andhikarya Sukses Pratama, PT Manunggal Megah Serasi and PT Mulia Cipta Sarana Sukses.





3B. Key management compensation

The Group and the Trust have no employees. All its services are provided by the Manager and others. There are no charges made other than the fees disclosed above.

The Trust obtains key management personnel services from the Manager. Key management personnel of the Manager include the directors of those persons having authority and responsibility for planning, directing and controlling the activities of the Trust, directly or indirectly.

Further information about the remuneration of individual directors of the Manager is provided in the Report on Corporate Governance of the Trust’s Annual Report.

3C. Interest in the Trust

2020 2019Number ofunits held

% interestheld

Number ofunits held

% interestheld

Manager 88,122,619 3.01 56,230,228 1.94

On 21 January 2021, the Manager has subscribed additional 140,996,190 rights units in the Trust and this increased its total units in the Trust to 229,118,809, representing 3.01% of the total number of issued units of the Group at the date of these financial statements.

4. GROSS REVENUE

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Rental revenue 78,290 155,259 – –Car park revenue 5,020 18,203 – –Dividend income from subsidiaries – – 68,114 78,156Service charge and utilities recovery 63,192 96,124 – –Other rental income 2,033 3,415 – –

148,535 273,001 68,114 78,156

Car park revenue is recognised based on point in time. The customers are visitors of the retail malls. The operation of the car park is outsourced to a related party service provider, PT Sky Parking Utama, based on a profit-sharing arrangement.

Utilities recovery revenue is recognised over time. The customers are tenants of the retail malls and retail spaces.




5. PROPERTY OPERATING EXPENSES

Group2020 2019$’000 $’000

Land rental expense 1,496 1,734Property management fees (note 3) 4,098 7,927Legal and professional fees 1,799 1,993Depreciation of plant and equipment (note 13) 3,233 3,422Reversal of allowance for impairment of trade receivables (note 18) (640) (56)Allowance for impairment of trade receivables (note 18) 5,016 81Property operating and maintenance expenses 56,738 80,451Other property operating expenses 438 1,244

72,178 96,796

6. OTHER (LOSSES)/INCOME

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Allowance for impairment of other receivables (note 18) (1,516) – – –

Loss on disposal of plant and equipment (148) – – –Other expenses written off (1,803) – – –Others – – (45) 359

(3,467) – (45) 359

7. MANAGER’S MANAGEMENT FEES

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Base fee 3,795 5,107 3,725 5,037Performance fee 3,054 7,048 3,054 7,048Authorised investment fee 159 62 159 62Divestment fee 540 – 540 –

7,548 12,217 7,478 12,147

Included in the base fee of the Group are management fees paid in cash by the subsidiaries to the Manager for managing investment related activities in the current year.

The Manager elected to receive certain of the above fees in the form of units as shown in note 22.




8. FINANCE COSTS

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Interest expense 42,900 37,485 44,808 40,902Amortisation of borrowing costs 3,353 3,892 3,144 3,659Issuance and commitment fees 1,701 – 1,701 –

47,954 41,377 49,653 44,561

9. OTHER EXPENSES

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Bank charges 96 71 3 4Professional fees 750 1,031 730 1,007Investor relation expenses 79 79 79 79Listing expenses 35 35 35 35Security agent fees 60 60 60 60Valuation expenses 596 728 596 728Flood mitigating expenditures – 2,202 – –Other expenses 876 2,411 592 957

2,492 6,617 2,095 2,870

A wholly-owned subsidiary contributed to the government led initiative to install flood mitigating/prevention equipment around the compound of the relevant mall amounting to Nil (2019: $2,202,000) to ensure operations would not be negatively impacted following occurrence of heavy rainfall.

Group2020 2019$’000 $’000

Audit fees to independent auditors of the Trust 397 397Audit fees to other independent auditors 259 305Non-audit fees to independent auditors of the Trust 15 110Non-audit fees to other independent auditors 119 108

Total fees to independent auditors are included in property operating expenses (note 5) and other expenses (note 9).




10. INCOME TAX

10A. Components of tax expense recognised in statements of total return

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Current taxSingapore income tax 58 150 58 150Foreign income tax 15,540 27,813 – –Withholding tax 7,233 9,755 82 221

22,831 37,718 140 371

Deferred taxDeferred tax benefit (911) (11,766) – –

21,920 25,952 140 371

The income tax in statements of total return varied from the amount of income tax expense determined by applying the Singapore statutory tax rate of 17.0% (2019: 17.0%) to total (loss)/return before tax as a result of the following differences:

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Total (loss)/return before tax (208,285) 39,452 (175,127) (17,624)

Income tax (benefit)/expense at statutory rate (35,408) 6,707 (29,772) (2,996)Non-deductible expenses 23,499 29,580 29,830 3,146Withholding tax 7,233 9,755 82 221Effect of tax rates in different jurisdictions (10,456) (20,417) – –Recognised deferred tax assets written down 25,900 – – –Deferred tax assets not recognised 11,612 – – –Others (460) 327 – –

21,920 25,952 140 371

The amount of current income taxes outstanding for the Group at end of reporting year was $3,749,000 (2019: $2,128,000). Such an amount is net of tax advances which, according to the tax rules, were paid before the year end.

Please refer to note 12 for income tax on distributions to Unitholders.




10. INCOME TAX (CONT’D)

10B. Deferred tax recognised in statements of total return

Group2020 2019$’000 $’000

Deferred tax credit relating to changes in fair value of investment properties 911 11,766

10C. Deferred tax in statements of financial position

Group2020 2019$’000 $’000

Deferred tax liabilities relating to changes in fair value of investment properties 7,861 11,475

It is impracticable to estimate the amount expected to be settled or used within one year.

Temporary differences arising in connection with interests in subsidiaries are insignificant.

10D. Tax matters

Corporate tax in Indonesia

Article 3 of Indonesian Government Regulation No. 5/2002 on the payment of income tax on income from the lease of land and/or building stipulates that income tax on income received or acquired by individuals or entities from the leasing of land and/or buildings consisting of land, houses, multi-storey houses, apartments, condominiums, office buildings, office-cum-living spaces, shops, shop-cum-houses, warehouses, and industrial spaces which is received or earned from a tenant acting or appointed as a tax withholder, is to be withheld by the tenant. The tax rate is 10% of the gross value of the land and/or building rental and is final in nature.

Withholding tax in Indonesia

Under the income tax treaty between Singapore and Indonesia, the Indonesia withholding tax is capped at 10% in respect of:

(a) Dividends paid by a company resident in Indonesia to a company resident in Singapore which owns directly at least 25% of the capital of the company paying the dividends; and

(b) Interest paid to a resident of Singapore.

Indonesia withholding tax is at 15% in respect of dividends paid by a company resident in Indonesia to a company resident in Singapore who owns directly less than 25% of the capital of the company paying the dividends.




10. INCOME TAX (CONT’D)

10D. Tax matters (cont’d)

Dividends from Indonesia subsidiaries

Dividends received by the Singapore subsidiaries of the Trust from their respective Indonesia subsidiaries are exempt from Singapore income tax under section 13(8) of the Income Tax Act provided the following conditions are met:

(a) In the year the dividends are received in Singapore, the headline corporate tax rate in the foreign country from which the dividends are received is at least 15%;

(b) The dividends have been subject to tax in the foreign jurisdiction from which they are received; and

(c) The Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the Singapore subsidiaries.

Dividends from Singapore subsidiaries

Dividends received by the Trust from the Singapore subsidiaries are exempt from Singapore income tax provided that the Singapore subsidiaries are tax residents of Singapore for income tax purposes.

Interest income from Indonesia subsidiaries

Interest received by the Singapore subsidiaries of the Trust on loans made to the Indonesia subsidiaries is exempt from Singapore income tax under section 13(12) of the Income Tax Act on the condition that the full amount of remitted interest, less attributable expenses, is distributed by the Singapore subsidiaries to the Trust for onward distribution to its Unitholders.

Redemption of redeemable preference shares in Singapore subsidiaries

Proceeds received by the Trust from the redemption of its redeemable preference shares in the Singapore subsidiaries at the original cost of the redeemable preference shares are regarded as capital receipts and hence not subject to Singapore income tax.

Receipt from Indonesia subsidiaries for repayment of shareholder loans

Proceeds received by the Singapore subsidiaries for the repayment of the principal amount of the shareholder loans from their Indonesia subsidiaries are capital receipts and hence not subject to Singapore income tax.




11. EARNINGS PER UNIT

The following table sets out the numerators and denominators used to calculate earnings per unit of no par value:

Group2020 2019$’000 $’000

NumeratorTotal (loss)/return after tax (230,205) 13,500Less: Amount reserved for distribution to perpetual securities holders (17,769) (17,720)Total loss attributable to Unitholders (247,974) (4,220)

Group2020 2019

DenominatorWeighted average number of units 2,919,998,278 2,886,663,345

Group2020 2019

Cents Cents

Earnings per unit(1) (8.49) (0.15)

Adjusted earnings per unit(2) (1.26) 1.71

(1) Notwithstanding the rights issue of 4,682,872,029 units in January 2021, the earnings per unit for the previous year were not restated because the number of outstanding units used in calculating earnings per unit for both years before the rights issue were not affected as there was no bonus element in the rights issue.

(2) Adjusted earnings exclude changes in fair value of investment properties (net of deferred tax).

The weighted average number of units refers to units in circulation during the reporting year.

Diluted earnings per unit are the same as basic earnings per unit as there were no dilutive instruments in issue during the reporting year.




12. DISTRIBUTION TO UNITHOLDERS

Total distributions paid during the year are as follows:

Group and Trust2020 2019$’000 $’000

Distribution of 0.30 cents per unit for the period from 1 October 2018 to 31 December 2018 – 8,685

Distribution of 0.55 cents per unit for the period from 1 January 2019 to 31 March 2019 – 16,079

Distribution of 0.60 cents per unit for the period from 1 April 2019 to 30 June 2019 – 17,481

Distribution of 0.56 cents per unit for the period from 1 July 2019 to 30 September 2019 – 16,196

Distribution of 0.52 cents per unit for the period from 1 October 2019 to 31 December 2019 15,094 –

Distribution of 0.12 cents per unit for the period from 1 January 2020 to 31 March 2020 3,512 –

Distribution of 0.11 cents per unit for the period from 1 April 2020 to 30 June 2020 3,137 –

Distribution of 0.07 cents per unit for the period from 1 July 2020 to 30 September 2020 2,049 –

23,792 58,441

12A. Distribution per unit

Name of distribution Distribution during the year (interim distributions)Type Income/capital

Group and Trust2020

Centsper unit

2019Cents

per unit

2020$’000

2019$’000

Tax-exempt income(1) – 1.09 – 31,787Capital(2) 0.30 0.62 8,698 17,969

0.30 1.71 8,698 49,756




12. DISTRIBUTION TO UNITHOLDERS (CONT’D)

12A. Distribution per unit (cont’d)

Name of distribution Distribution declared subsequent to year-end (final distribution) Type Income/capital

Group and Trust2020

Centsper unit

2019Cents

per unit

2020$’000

2019$’000

Tax-exempt income(1) – 0.39 – 11,325Capital(2) 0.04 0.13 3,042 3,769

0.04 0.52 3,042 15,094

Total distributions 0.34(3)(4) 2.23(3) 11,740 64,850

(1) Unitholders are exempt from tax on such distributions. (2) Such distributions are treated as return of capital for Singapore income tax purposes. For Unitholders who are liable to Singapore

income tax on profits from the sale of the Trust’s units, the amount of capital distribution will be applied to reduce the cost base of their LMIR Trust units for Singapore income tax purposes.

(3) The Trust makes distribution quarterly. The distribution rates above are based on the amount distributed quarterly divided by the units outstanding at end of the relevant quarters.

(4) The number of units used to compute distribution per unit for the reporting year are as follows:

(i) 2,926,795,018 units used for the period from 1 January 2020 to 30 September 2020; and

(ii) 7,609,667,047 units used for the period from 1 October 2020 to 31 December 2020.

12B. Distribution policy

The Trust’s current distribution policy is to distribute at least 90% (2019: at least 90%) of its tax-exempt income (after deduction of applicable expenses) and capital receipts. The tax-exempt income comprises dividends received from the Singapore tax resident subsidiaries. The capital receipts comprise amounts received by the Trust from redemption of redeemable preference shares in the Singapore subsidiaries.

As disclosed in the Trust’s prospectus and in accordance with the trust deed of the Trust, the actual level of distribution will be determined at the Manager’s discretion.




13. PLANT AND EQUIPMENT

Group2020 2019$’000 $’000

CostAt beginning of year 23,476 20,132Additions 1,897 2,794Disposals (590) –Reclassification to investment properties held for divestment (1,490) –Foreign exchange adjustments (712) 550At end of year 22,581 23,476

Accumulated depreciationAt beginning of year 13,221 9,537Depreciation for the year 3,233 3,422Disposals (442) –Reclassification to investment properties held for divestment (665) –Foreign exchange adjustments (403) 262At end of year 14,944 13,221

Net book valueAt beginning of year 10,255 10,595At end of year 7,637 10,255

Depreciation expense is charged to profit or loss as property operating expenses (note 5).

14. INVESTMENT PROPERTIES AND INVESTMENT PROPERTIES HELD FOR DIVESTMENT

14A. Investment properties

Group2020 2019$’000 $’000

At beginning of year 1,696,813 1,831,646Enhancement expenditure capitalised 7,546 16,218

1,704,359 1,847,864Changes in fair value included in profit or loss (193,597) (65,329)Reversal of accrued adjustment sum* – (12,179)Foreign exchange adjustments (51,402) 50,543Transfer to investment properties held for divestment – (124,086)At end of year 1,459,360 1,696,813

Gross revenue from investment properties and investment properties held for divestment 148,535 273,001

Direct operating expenses (including repairs and maintenance) arising from investment properties and investment properties held for divestment that generated rental revenue during the year (72,178) (96,796)

* The reversal of accrued adjustment sum in relation to termination of extension of lease period agreement for Plaza Medan Fair in prior year.




14. INVESTMENT PROPERTIES AND INVESTMENT PROPERTIES HELD FOR DIVESTMENT (CONT’D)

14A. Investment properties (cont’d)

The fair values of the retail malls and retail spaces set out below were determined by the following external valuers:

External valuer 2020 2019

Colliers International Consultancy & Valuation (Singapore) Pte Ltd

– • Lippo Mall Kemang

Cushman & Wakefield VHS Pte. Ltd.

• Lippo Plaza Kramat Jati• Tamini Square• Cibubur Junction• Pluit Village• Lippo Mall Kemang

• Lippo Plaza Kramat Jati• Tamini Square • Cibubur Junction

KJPP Wilson & Rekan (in association with Knight Frank)

• Lippo Plaza Kendari• Lippo Plaza Ekalokasari Bogor• Lippo Plaza Batu• Lippo Plaza Jogja• Kediri Town Square• Istana Plaza• Bandung Indah Plaza

• Lippo Plaza Kendari• Lippo Plaza Ekalokasari Bogor• Lippo Plaza Batu• Lippo Plaza Jogja• Kediri Town Square• Istana Plaza• Bandung Indah Plaza

KJPP Rengganis, Hamid & Rekan (in association with CBRE)

• Mall WTC Matahari Units• Java Supermall Units• Plaza Madiun Units• Depok Town Square Units• Malang Town Square Units• Metropolis Town Square Units• Grand Palladium Units• Lippo Mall Kuta• Gajah Mada Plaza• Mal Lippo Cikarang

• Mall WTC Matahari Units• Java Supermall Units• Plaza Madiun Units• Depok Town Square Units• Malang Town Square Units• Metropolis Town Square Units• Grand Palladium Units• Lippo Mall Kuta• Gajah Mada Plaza• Mal Lippo Cikarang

Savills Valuation and Professional Services (S) Pte Ltd

• The Plaza Semanggi• Palembang Square• Palembang Square Extension• Palembang Icon• Plaza Medan Fair• Sun Plaza

• The Plaza Semanggi• Palembang Square• Palembang Square Extension• Palembang Icon

Jones Lang LaSalle Property Consultants Pte Ltd

– • Pluit Village• Plaza Medan Fair• Sun Plaza

All fair value measurements of investment properties are based on discounted cash flow method and are categorised within Level 3 of the fair value hierarchy.






The external valuers’ reports included a material valuation uncertainty clause as per VPGA 10 of the RICS Valuation Global Standard which highlights that less certainty, and consequently a higher degree of caution, should be attached to the valuations as a result of the Covid-19 pandemic. The valuations were based on information available and market conditions as at 31 December 2020. Values may change subsequently as the impact of Covid-19 is fluid and continues to evolve.

Cushman & Wakefield VHS Pte Ltd has been appointed as external valuer of Lippo Plaza Kramat Jati, Tamini Squares and Cibubur Junction for the third consecutive financial year.

KJPP Wilson & Rekan has been appointed as external valuer of Lippo Plaza Ekalokasari Bogor and Lippo Plaza Kendari for the third consecutive financial year

KJPP Rengganis, Hamid & Rekan has been appointed as external valuer of Lippo Mall Kuta, Mall WTC Matahari Units, Java Supermall Units, Plaza Madiun Units, Depok Town Square Units, Malang Town Square Units, Metropolis Town Square Units and Grand Palladium Units for the third consecutive financial year.

Savills Valuation and Professional Services (S) Pte Ltd has been appointed as external valuer of The Plaza Semanggi, Palembang Square, Palembang Square Extension and Palembang Icon for the third consecutive financial year.

The above consecutive financial years are permitted under 8.3(e) of Appendix 6 to the Code on Collective Investment Schemes.

The information about the significant unobservable inputs used in the fair value measurements are as follows:

2020 2019

1. Estimated discount rates using pre-tax rates that reflect current market assessments at the risks specific to the properties

12.2% to 12.7% 12.1% to 12.8%

2. Growth rates 0.0% to 6.0% 3.0% to 6.0%

3. Terminal discount rates 8.0% to 10.0% 8.0% to 10.0%4. Cash flow forecasts derived from most recent financial

budgets and plans approved by managementNote 1 Note 1

Note 1: Discounted cash flow analysis over remaining lease period for existing BOT malls and over a 10-year projection for non-BOT malls and for retail spaces.

Relationship of unobservable inputs to fair value are as follows:

1. Discount rates – The higher the discount rates, the lower the fair value2. Growth rates – The higher the growth rates, the higher the fair value3. Terminal discount rates – The higher the terminal discount rates, the lower the fair value






Sensitivity analysis

1. Discount rates

A hypothetical 10% (2019: 10%) increase or decrease in pre-tax discount rate applied to the discounted cash flows would have an effect on return before tax of: lower by $83,290,000; higher by $88,915,000 (2019: $117,551,000; higher by $134,318,000).

2. Growth rates

A hypothetical 10% (2019: 10%) increase or decrease in rental revenue would have an effect on return before tax of: higher by $53,456,000; lower by $52,053,000 (2019: higher by $80,795,000; lower by $80,234,000).

3. Terminal discount rates

A hypothetical 10% (2019: 10%) increase or decrease in terminal discount rate would have an effect on return before tax of: lower by $40,737,000; higher by $48,149,000 (2019: lower by $41,102,000; higher by $76,628,000).

The decrease in fair value was largely due to the impact of the Covid-19 pandemic on mall traffic coupled with the rental and service charge discount extended to tenants to support their business recovery. These factors were taken into account by external valuers in their cash flow projections for the purpose of the valuation.

By relying on the valuation reports, management is satisfied the external professional valuers have appropriate professional qualifications and recent experience in the location and category of the properties being valued. Other details of the properties are disclosed in the statement of portfolio.

The types of property titles in Indonesia held by the Group are as follows:

(a) HGB title

This title gives the right to construct and own buildings on a plot of land. The right is transferable and may be encumbered. Technically, HGB is a leasehold title where the state retains “ownership”. However, for practical purposes, there is little difference from a freehold title.

HGB title is granted for an initial period of up to 30 years and is extendable for a subsequent 20-year period and another 30-year period. Upon expiration of such extensions, a new HGB title may be granted on the same land.

The cost of extension is determined based on certain formula as stipulated by the National Land Office (Badan Pertanahan Nasional) in Indonesia. The commencement date of each title varies.






(b) BOT schemes

This title gives the Indonesia subsidiaries (“BOT Grantee”) the right to build and operate the retail mall for a particular period of time as stipulated in the BOT Agreement by the land owner (“BOT Grantor”).

A BOT scheme is not registered with any Indonesian authority. Rights under a BOT scheme do not amount to a legal title and represent only contractual interests.

In exchange for the right to build and operate the retail mall on the land owned by the BOT Grantor, the BOT Grantee is obliged to pay a certain compensation (as stipulated in the BOT agreement), which may be made in the form of a lump sum or staggered.

A BOT scheme is granted for an initial period of 20 to 30 years and is extendable upon agreement of both parties. Upon expiration of the term of the BOT agreement, the BOT Grantee must return the land, together with any buildings and fixtures on top of the land, without either party providing any form of compensation to the other.

(c) Strata Title

This title gives the party who holds the property the ownership of common areas, common property and common land proportionately with other strata title unit owners.

The investment properties are leased out to tenants under operating leases.

As the lessor, the Group manages the risks associated with any rights it retains in the underlying assets including any means to reduce that risk. Such means may include insurance coverage and having clauses in the leases providing for compensation to the lessor when a property has been subjected to excess wear-and-tear during the lease term. Please also see note 32 for more information.

14B. Investment properties held for divestment

Group2020 2019$’000 $’000

At beginning of year 124,086 –Enhancement expenditure capitalised 2,951 –Transfer from plant and equipment to investment properties held for divestment 825 –Foreign exchange adjustments (1,202) –Changes in fair value included in profit or loss (18,508) –Divestments (108,152) –Transfer from investment properties – 124,086At end of year – 124,086

On 30 December 2019, the Group entered into conditional sale and purchase agreements (“CSPA”) in relation to the divestments of Pejaten Village and Binjai Supermall. These properties were transferred from investment properties to investment properties held for divestment at end of the prior year. On 23 July 2020, the Group entered into revised CSPA for these divestments, resulting in a change of the aggregate sales consideration from $124,086,000 to $108,152,000.

The divestments of Pejaten Village and Binjai Supermall were completed on 30 July 2020 and 3 August 2020, respectively.




15. INTANGIBLE ASSETS

Group2020 2019$’000 $’000

CostAt beginning of year 44,791 44,455Foreign exchange adjustments (384) 336At end of year 44,407 44,791

Accumulated amortisationAt beginning of year 39,097 35,665Amortisation for the year 2,197 3,335Foreign exchange adjustments (213) 97At end of year 41,081 39,097

Net book valueAt beginning of year 5,694 8,790At end of year 3,326 5,694

Intangible assets represent the unamortised aggregate rental guarantee amounts receivable by the Group from master leases upon the acquisitions of Lippo Mall Kemang in 2014, Palembang Icon and Lippo Plaza Batu in 2015, Lippo Mall Kuta in 2016, Lippo Plaza Kendari and Lippo Plaza Jogja in 2017, respectively. The master leases range from 3 to 5 years apart from the sports centre at Palembang Icon, which is under a master lease that is revised from 25 years in the prior year to 6 years. At end of reporting year, the remaining rental guarantee periods are for 1 to 2 years (2019: 1 to 3 years).

The master lease agreements signed with respective master lessors that are effective during the year are as follows:

Amount per annumProperty From To IDR (in millions)

Palembang Icon (Sports Centre) 10 July 2015 31 December 2020 6,908Lippo Mall Kuta 29 December 2016 28 December 2021 43,281Lippo Plaza Kendari 21 June 2017 20 June 2022 15,100Lippo Plaza Jogja 22 December 2017 21 December 2022 42,636

107,925

The master leases as percentage of gross revenue of the respective malls are as follows:

2020 2019

Master leases

Gross revenue of

mall

Master leases as

% of gross revenue

Master leases

Gross revenue of

mall

Master leases as

% of gross revenue

$’000 $’000 % $’000 $’000 %

Lippo Mall Kemang(#) – – – 19,341 36,478 53.0Palembang Icon

(Sports Centre) 649 8,080 8.0 669 12,756 5.2Lippo Mall Kuta 4,066 5,631 72.2 4,194 8,806 47.6Lippo Plaza Kendari 1,419 4,094 34.7 1,463 5,037 29.0Lippo Plaza Jogja 4,006 6,545 61.2 4,131 6,970 59.3

10,140 24,350 29,798 70,047

(#) The gross revenue from master leases is pro-rated to the date of expiry on 16 December 2019 for Lippo Mall Kemang. Gross revenue of the mall represents the full revenue for the reporting year.




16. INVESTMENTS IN SUBSIDIARIES

Trust2020 2019$’000 $’000

Unquoted equity shares, at cost 984,733 984,733Redeemable preference shares, at cost 749,262 801,035Quasi equity loans(#) 19,565 22,339Less: Allowance for impairment (514,641) (344,276)

1,238,919 1,463,831

Analysis by amounts denominated in non-functional currencies:USD 205 2,979IDR 687,464 884,567

(#) The quasi-equity loans, which are extended to three Singapore subsidiaries, are unsecured, interest-free and with no fixed repayment terms. They are, in substance, part of the Trust’s net investment in these subsidiaries.

Movements in allowance for impairment are as follows:

Trust2020 2019

$’000 $’000

At beginning of year (344,276) (312,765)Impairment loss charged to profit or loss (170,365) (31,511)At end of year (514,641) (344,276)

The list of subsidiaries is set out in note 37.

Management has assessed there are indicators of impairment for those subsidiaries with shortfalls between cost of investment in subsidiaries and recoverable amount of the investments mainly due to the decrease in fair value of the investment properties the subsidiaries hold as a result of negative impact from Covid-19. Based on the assessment, management made net allowance for impairment loss of $170,365,000 (2019: $31,511,000) in the Trust’s financial statements.

17. INVESTMENTS IN JOINT OPERATION

Place ofProportion of ownership

interest held by the GroupName operation Principal activities 2020 2019

% %

PT Yogya Central Terpadu(#)

Indonesia Owner of Lippo Plaza Jogja and Siloam Hospital Yogyakarta

68.3 68.3

(#) Audited by RSM Amir Abadi Jusuf, Aryanto, Mawar & Rekan, a member firm of RSM International of which RSM Chio Lim LLP in Singapore is a member.

On 13 October 2017, the Group entered into a joint venture deed through its wholly-owned Singapore subsidiary, Icon2 Investments Pte Ltd (“Icon2”), with Icon1 Holdings Pte Ltd (“Icon1”), a wholly-owned Singapore incorporated subsidiary of Singapore-listed First Real Estate Investment Trust (“First REIT”), to acquire an integrated development comprising a hospital component known as Siloam Hospital Yogyakarta (“SHYG”) and a retail mall component known as Lippo Plaza Jogja. The carrying value at reporting date amounted to $48,304,000.




17. INVESTMENTS IN JOINT OPERATION (CONT’D)

Icon2 and Icon1 each holds 100.0% of the Class B Shares and Class A Shares, respectively, in PT Yogya Central Terpadu, which acquired the integrated development on 22 December 2017.

Class B Shares entitle the holder to, inter alia, all the rights to the revenue and profits and all the obligations for the expenses and losses relating to Lippo Plaza Jogja, and Class A Shares entitle the holder to, inter alia, all the rights to the revenue and profits and all the obligations for the expenses and losses relating to SHYG. The Class B Shares and Class A Shares comprise 68.3% and 31.7% of the total issued share capital of PT Yogya Central Terpadu, respectively.

The Group has classified PT Yogya Central Terpadu as a joint operation.

18. TRADE AND OTHER RECEIVABLES

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Trade receivablesOutside parties 21,754 14,721 367 269Related parties (note 3) 13,799 15,723 – –Less: Allowance for impairment (8,293) (4,088) – –

27,260 26,356 367 269

Other receivablesSubsidiaries (note 3) – – 176,703 214,221Related parties (note 3) 4,653 2,912 – –Other receivables 13,466 21,197 – –Less: Allowance for impairment (1,516) – – –

16,603 24,109 176,703 214,22143,863 50,465 177,070 214,490

Movements in allowance for impairment for trade receivables are as follows:

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

At beginning of year (4,088) (4,412) – –Bad debts written-back (note 5) 640 56 – –Allowance utilised 29 508 – –Charge to profit or loss (note 5) (5,016) (81) – –Foreign exchanges adjustments 142 (159) – –At end of year (8,293) (4,088) – –




18. TRADE AND OTHER RECEIVABLES (CONT’D)

Movements in allowance for impairment for other receivables are as follows:

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

At beginning of year – – – –Charge to profit or loss (note 6) (1,516) – – –At end of year (1,516) – – –

Concentration of credit risk relating to trade receivables is limited due to the Group’s many varied tenants and credit policy of obtaining security deposits from most tenants for leasing the Group’s investment properties. These tenants comprise retailers engaged in a wide variety of consumer trades.

The trade receivables are subject to the ECL model under the financial reporting standard on financial instruments. The methodology applied for impairment loss is the simplified approach to measuring ECL which uses a lifetime expected loss allowance for all trade receivables and contract assets. The expected lifetime losses are recognised from initial recognition of these assets. These assets are grouped based on shared credit risk characteristics and the days past due for measuring the expected credit losses. The allowance is based on its historical observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The loss allowance was determined as follows for trade receivables:

Gross amount Loss allowance2020 2019 2020 2019$’000 $’000 $’000 $’000

Current 10,353 15,500 36 471 to 30 days past due 2,842 3,751 59 6731 to 60 days past due 901 1,904 188 57Over 61 days past due 21,457 9,289 8,010 3,917

35,553 30,444 8,293 4,088

19. OTHER NON-FINANCIAL ASSETS

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Prepayments 5,036 6,431 1,379 949Prepaid tax 8,011 9,536 – –

13,047 15,967 1,379 949




20. CASH AND CASH EQUIVALENTS

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

Not restricted in use 106,143 105,765 27,931 1,351Cash pledged for bank facilities 2,780 3,961 2,780 3,961

108,923 109,726 30,711 5,312

Interest earning balances 81,675 104,397 4,004 –

The rate of interest for the cash on interest earning accounts is between 0.1% and 5.8% (2019: 0.2% and 6.5%) per annum.

The cash pledged for bank facilities is to cover interest payments for the bank loans.

For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise the following:

Group2020 2019$’000 $’000

Amount as shown above 108,923 109,726Less: Cash pledged for bank facilities (2,780) (3,961)

106,143 105,765

20A. Non-cash transactions

During the year, units amounting to $7,048,000 (2019: $6,599,000) were issued as settlement of the Manager’s management fees.

20B. Reconciliation of liabilities arising from financing activities

2019Cashflows

Non-cashchanges Reclassification* 2020

$’000 $’000 $’000 $’000 $’000

Non-current borrowings 634,610 – (2,478) (174,590) 457,542Current borrowings 74,815 (31,000) 185 174,590 218,590Finance lease liabilities 1,199 (81) – – 1,118Cash pledged for bank facilities 3,961 (1,181) – – 2,780Total liabilities from financing activities 714,585 (32,262) (2,293) – 680,030

2018Cashflows

Non-cashchanges Reclassification* 2019

$’000 $’000 $’000 $’000 $’000

Non-current borrowings 553,983 158,056 (2,614) (74,815) 634,610Current borrowings 120,000 (120,000) – 74,815 74,815Finance lease liabilities 1,267 (68) – – 1,199Cash pledged for bank facilities 7,377 (3,416) – – 3,961Total liabilities from financing activities 682,627 34,572 (2,614) – 714,585

* Reclassification between long-term and short-term borrowings due to change in maturity of the borrowings.




21. NET ASSET VALUE PER UNIT ATTRIBUTABLE TO UNITHOLDERS

The following tables set out the numerators and denominators used to calculate net asset value per unit attributable to Unitholders:

Group Trust2020 2019 2020 2019$’000 $’000 $’000 $’000

NumeratorNet assets attributable to

Unitholders at end of year 509,329 816,298 412,098 621,878

DenominatorUnits in issue (note 22) 2,926,795,018 2,894,902,627 2,926,795,018 2,894,902,627

Group Trust2020 2019 2020 2019Cent Cent Cent Cent

Net asset value per unit attributable to Unitholders 17.40 28.20 14.08 21.48

The issue price for determining number of units issued and issuable as Manager’s management base fee, performance fee and acquisition fees is calculated based on the volume weighted average traded price for all trades done on SGX-ST in the ordinary course of trading for 10 business days immediately preceding the respective last business day of the respective quarter end date, year end date and issuance date respectively. The new units, upon issue and allotment, will rank pari passu in all respect with the units of the Trust.

Each unit in the Trust presents an undivided interest in the Trust. The rights and interests of Unitholders are contained in the Trust Deed and include the right to:

– Receive income and other distributions attributable to the Units held;

– Receive audited financial statements and annual report of the Trust; and

– Participate in the termination of the Trust by receiving a share of all net cash proceeds derived from the realisation of the assets of the Trust less any liabilities, in accordance with their proportionate interests in the Trust.

No Unitholder has a right to require that any assets of the Trust be transferred to him.




21. NET ASSET VALUE PER UNIT ATTRIBUTABLE TO UNITHOLDERS (CONT’D)

Further, Unitholders cannot give directions to the Trustee or the Manager (whether at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed or otherwise) if it would require the Trustee or the Manager to do or omit doing anything which may result in:

– The Trust ceasing to comply with applicable laws and regulations; or

– The exercise of any discretion expressly conferred on the Trustee or the Manager by the Trust Deed or the determination of any matter which, under the Trust Deed, requires the agreement of either or both of the Trustee and the Manager.

The Trust Deed contains provisions that are designed to limit the liability of a Unitholder to the amount paid or payable for any unit. The provisions seek to ensure that if the issue price of the units held by a Unitholder has been fully paid, no such Unitholder, by reason alone of being a Unitholder, will be personally liable to indemnify the Trustee or any creditor of the Trust in the event that the liabilities of the Trust exceed its assets.

Under the Trust Deed, each unit carries the same voting rights.

Capital management

The objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for Unitholders and benefits for other stakeholders, and to provide an adequate return to Unitholders by pricing services commensurately with the level of risk. The Manager sets the amount of capital in proportion to risk.

The Manager manages the capital structure and makes adjustments to it where necessary or possible in the light of changes in economic conditions and the risk characteristics of the underlying assets. Please refer to note 12B on the distribution policy.

The only externally imposed capital requirement is that for the Group to maintain its listing on the SGX-ST it has to have issued equity with a free float of at least 10% of the units. Management receives a report from the registrar frequently on substantial unit interests showing the non-free float and it demonstrated continuing compliance with the SGX-ST requirement on the 10% limit throughout the year.

In accordance with the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore, the total borrowings and deferred payments of the Group should not exceed 50% (2019: 45%) of the Group’s deposited property. The Group has computed its aggregate leverage ratio as follows:

Group 2020 2019$’000 $’000

Total gross borrowings and deferred payments 685,287 721,725Total deposited property 1,636,598 2,013,006Aggregated leverage ratio (%) 41.9% 35.9%

The Group met the aggregate leverage ratio at end of reporting year. The increase in aggregate leverage ratio for the reporting year is due primarily from the increase in debt for working capital purposes.




22. UNITS IN ISSUE

Group and Trust2020 2019

At beginning of year 2,894,902,627 2,859,933,585Manager’s management fees settled in units 31,892,391 34,969,042At end of year 2,926,795,018 2,894,902,627

A total of 4,682,872,029 new units were issued on 21 January 2021 at an issue price of $0.06 per unit pursuant to a renounceable and non-underwritten rights issue to raise gross proceeds, amounting to $281.0 million. The rights units, upon allotment and issue, rank pari passu in all respects with the existing Units in issue as at the date of issue of the rights units, including the right to any distributions which accrue for the period from 1 October 2020 to 31 December 2020 as well as all distributions thereafter. Total number of units in issue after the rights issue is 7,609,667,047.

23. PERPETUAL SECURITIES

Group and Trust2020 2019$’000 $’000

At beginning of year 259,647 259,647Amount reserved for distribution to perpetual securities holders 17,769 17,720Distribution to perpetual securities holders (13,798) (17,720)At end of year 263,618 259,647

The perpetual securities are classified as equity instruments and recorded in equity in the statement of financial position.

LMIRT Capital Pte Ltd (“LMIRT Capital”), a wholly-owned subsidiary of the Trust, and the Trustee established a $1.0 billion Guaranteed Euro Medium Term Securities Programme (“EMTS”) (together with EMTN as per note 24B, the “Programmes”) on 9 September 2015. Under the EMTS:

(i) Each of LMIRT Capital and the Trustee may, from time to time, issue Medium Term Notes (“Notes”) which, in the case of the Notes issued by LMIRT Capital, will be unconditionally and irrevocably guaranteed by the Trustee (in its capacity as trustee of the Trust); and

(ii) The Trustee may, from time to time, issue perpetual securities.

In 2016 and 2017, the Trust issued perpetual securities of $140.0 million and $120.0 million under the $1.0 billion EMTS at 7.0% and 6.6% per annum, respectively, with the first reset date on 27 September 2021 and 19 December 2022, respectively, and subsequent reset occurring every five years thereafter.

The distributions on the $140.0 million and $120.0 million perpetual securities are payable semi-annually on a discretionary basis and are non-cumulative. The perpetual securities of $140.0 million are payable on 27 March and 27 September each year and the perpetual securities of $120.0 million are payable on 19 June and 19 December each year.




23. PERPETUAL SECURITIES (CONT’D)

The key terms and conditions of the perpetual securities are as follows:

– There is no fixed redemption date;

– The redemption of the security is at the option of the Trust, in whole, but not in part, on the first reset date or later; and

– The payment obligations of the Trust under the perpetual securities will at all times rank ahead of the holders of junior obligations of the Trust.

The Group’s ability to make optional distributions to the $120.0 million perpetual securities holders was affected by the terms and conditions of the Group’s existing indebtedness under the US$250.0 million 7.25% Guarantee Senior Notes. On 21 January 2021, the Group issued 4,682,872,029 rights units to raise $281.0 million which unlocked the distribution restriction. The Group has made the optional distribution in February 2021, which was originally due on 19 December 2020.

24. OTHER FINANCIAL LIABILITIES

Group Trust2020 2019 2020 2019$‘000 $‘000 $‘000 $‘000

Non-currentFinancial instruments with floating interest ratesBank loans (unsecured) (note 24A) 135,000 310,000 135,000 310,000Less: Unamortised transaction costs (1,441) (3,034) (1,441) (3,034)

133,559 306,966 133,559 306,966

Financial instruments with fixed interest ratesSenior notes (unsecured) (note 24C) 331,287 336,725 – –Less: Unamortised transaction costs (7,304) (9,081) – –

323,983 327,644 – –Finance leases (note 24D) 666 1,156 – –

458,208 635,766 133,559 306,966

CurrentFinancial instruments with floating interest ratesBank loans (unsecured) (note 24A) 219,000 – 219,000 –Less: Unamortised transaction costs (410) – (410) –

218,590 – 218,590 –

Financial instruments with fixed interest ratesMedium term notes (unsecured) (note 24B) – 75,000 – –Less: Unamortised transaction costs – (185) – –

– 74,815 – –Finance leases (note 24D) 452 43 – –

219,042 74,858 218,590 –677,250 710,624 352,149 306,966

Due within 2 to 5 years 458,174 635,732 133,559 306,966Due after 5 years 34 34 – –

458,208 635,766 133,559 306,966




24. OTHER FINANCIAL LIABILITIES (CONT’D)

At end of reporting year, the range of floating interest rates paid per annum was as follows:

Group and Trust2020 2019

Bank loans (unsecured) 3.17% to 3.37% 4.73% to 4.93%

At end of reporting year, the range of fixed interest rates paid per annum was as follows:

Group2020 2019

Medium term notes (unsecured) – 4.10%Senior notes (unsecured) 6.71% 6.71%Finance leases 14.00% 14.00%

The Trust has entered into interest rate swaps and cross currency swaps to convert floating borrowing rate to fixed borrowing rate and swap foreign currency interest to Singapore dollar interest. Please see notes 28A and 28C for more information.

The weighted effective interest rates paid per annum were as follows:

Group Trust2020 2019 2020 2019

Bank loans (unsecured) 4.25% 5.38% 4.25% 5.38%Medium term notes (unsecured) – 4.62% – –Senior notes (unsecured) 7.35% 7.31% – –

24A. Bank loans

Current bank loans (Unsecured)

(i) The Trust drew down $80.0 million and $40.0 million of unsecured uncommitted revolving credit facility in 2017 and 2018, respectively, at interest rate of 1.80% plus Singapore swap offer rate (“SOR”) per annum. In June 2019, the revolving credit facility was fully repaid.

(ii) The Trust drew down $350.0 million in 2016 and 2017, respectively, which consist of two tranches, A and B, of $175.0 million each, maturing in August 2020 and August 2021,respectively, at interest rates of 2.95% plus SOR per annum and 3.15% plus SOR per annum, respectively.

In June 2019, tranche A of $175.0 million was fully paid before maturity. As at 31 December 2020, the outstanding loan amounted to $175.0 million (2019: $175.0 million). It has been fully repaid in February 2021.

(iii) During the year, the Trust drew down $40.0 million and $4.0 million of uncommitted revolving credit facility at interest rate of 3.75% plus SOR per annum. Both $40.0 million and $4.0 million were fully repaid in February 2021.




24. OTHER FINANCIAL LIABILITIES (CONT’D)

24A. Bank loans (cont’d)

Non-current bank loans (Unsecured)

On 19 November 2018, the Trust drew down $135.0 million which consist of two tranches, A and B, of $67.5 million each, maturing in November 2022 and November 2023, respectively, at interest rates of 3.05% plus SOR per annum and 3.25% plus SOR per annum, respectively.

As at 31 December 2020, the outstanding loan amounted to $135.0 million (2019: $135.0 million).

24B. Medium term notes (Unsecured)

On 25 June 2012, LMIRT Capital established a $750.0 million Guaranteed Euro Medium Term Note Programme (“EMTN”).

$75.0 million notes were issued on 22 June 2015 which bears fixed interest of 4.10% per annum payable semi-annually in arrears and matured on 22 June 2020. It has been fully repaid upon maturity.

24C. Senior notes (Unsecured)

On 19 June 2019, the Trust, through LMIRT Capital, issued US$250.0 million Guarantee Senior Notes due in 2024. These senior notes bear fixed interest rate of 7.25% per annum payable semi-annually in arrears and were issued at an issue price of 98.973% of the principal of the senior notes.

The Trust entered into several cross currency swap contracts to swap the USD proceeds of the senior notes. Please refer to note 28C for more information.

The proceeds from the senior notes were used to repay $120.0 million uncommitted revolving credit and tranche A of $175.0 million of the bank loan, respectively. The remaining balance of the proceeds were used for working capital purposes.

At end of reporting year, $331.3 million (2019: $336.7 million) notes are outstanding.

The fair value of the fixed rate notes (Level 1) is $334.1 million (2019: $360.8 million).

On 15 June 2020, Moody’s downgraded the corporate family rating from Ba3 to B1 and changed the outlook on the rating from stable to negative.

On 4 November 2020, Fitch downgraded Long-Term Issuer Default Rating of the US$250.0 million senior notes due in 2024 from BB to BB-.

The senior notes are listed on the SGX-ST.

24D. Finance leases

Finance lease is for the BOT fees payable.

The fixed rate of interest for finance leases is 14.00% (2019: 14.00%) per annum. The finance lease is on fixed repayment term and no arrangements have been entered into for contingent rental payments.

The carrying amount of the lease liabilities is not significantly different from the fair value.




25. OTHER NON-FINANCIAL LIABILITIES, NON-CURRENT

Group2020 2019$’000 $’000

Advance payments by tenants 79,550 103,910

This relates to rental received in advance from certain tenants.

26. TRADE AND OTHER PAYABLES

Group Trust2020 2019 2020 2019$‘000 $‘000 $‘000 $‘000

Trade payablesOutside parties and accrued liabilities 22,835 28,113 6,430 11,019Related parties (note 3) 1,036 1,796 – –

23,871 29,909 6,430 11,019

Other payablesLoan payable to subsidiaries(#) – – 358,888 437,364Subsidiaries (note 3) – – 35,101 33,887Other payables 9,858 17,638 – –

9,858 17,638 393,989 471,25133,729 47,547 400,419 482,270

(#) The loans are unsecured, bear fixed interest rates ranging from 5.00% to 7.25% (2019: ranging from 4.10% to 7.25%) per annum and are repayable on demand. The carrying amount is a reasonable approximation of fair value (Level 2).

27. OTHER NON-FINANCIAL LIABILITIES, CURRENT

Group2020 2019$’000 $’000

Security deposits from tenants 41,483 47,706




28. DERIVATIVE FINANCIAL INSTRUMENTS

The table below summarises the fair value of derivatives engaged into at end of year. These derivatives are not designated as hedging instruments.

Group and Trust2020 2019$’000 $’000

Derivatives with positive fair valuesCurrency option contracts (note 28B) 179 –Forward contracts (note 28B) 263 –

442 –

Derivatives with negative fair valuesInterest rate swaps (note 28A) (6,409) (4,170)Currency option contracts (note 28B) – (197)Forward contracts (note 28B) (8) –Cross currency swap contracts (note 28C) (13,612) (9,304)

(20,029) (13,671)

(19,587) (13,671)

Movements during the year are as follows:

Group and Trust2020 2019$’000 $’000

At beginning of year (13,671) (2,604)Fair value changes recognised in profit or loss (5,916) (11,067)At end of year (19,587) (13,671)

Presented in statements of financial position as:

Group and Trust2020 2019$’000 $’000

Current assets 442 –

Non-current liabilities (15,518) (13,671) Current liabilities (4,511) –

(20,029) (13,671)

28A. Interest rate swaps

The notional amount of interest rate swaps for 2020 is $320.0 million (2019: $320.0 million). They are designed to convert floating rate borrowings to fixed rate exposure. The Group pays fixed interest rates, ranging from 1.99% and 2.10% per annum, and receives variable rate equal to the SOR on the notional contract amount (Level 2). The interest rate swaps will expire between December 2021 and March 2022.

Information on maturities of the borrowings is set out in note 24A.




28. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)

28B. Currency option contracts and forward contracts

Notional amounts Maturity Fair value2020$’000

2019$’000

Referencecurrency 2020 2019

2020$’000

2019$’000

Currency option contracts 25,367 52,322 IDR February 2021

February 2020 toFebruary 2021 179 (197)

Forward contracts 250,000 – SGD January 2021 – 255 –

The Trust has entered into currency option contracts to mitigate fluctuation of income denominated in IDR arising from: (i) dividends received or receivable by the Singapore subsidiaries; and (ii) capital receipts from repayment of shareholders loans to Singapore subsidiaries.

The Trust has entered into forward contracts to mitigate the foreign exchange fluctuation between SGD and IDR for the approved acquisition of Lippo Mall Puri which was completed on 27 January 2021.

Currency derivatives are utilised to hedge significant future transactions and cash flows. The Trust is a party to a variety of foreign currency options in the management of its exchange rate exposures. The instruments purchased are primarily denominated in the currency of the Trust’s principal market. As a matter of principle, the Trust does not enter into derivative contracts for speculative purposes.

28C. Cross currency swap contracts

Notional amounts Maturity Fair value2020$’000

2019$’000

Referencecurrency 2020 2019

2020$’000

2019$’000

Cross currency swap contracts 341,683 341,683 USD June 2024 June 2024 (13,612) (9,304)

The Trust has entered into cross currency swap contracts to swap proceeds from the senior notes (note 24C) and the corresponding interest coupon payments into SGD obligations with a weighted average fixed interest rate of approximately 6.71% per annum payable semi-annually in arrears.




28. DERIVATIVE FINANCIAL INSTRUMENTS (CONT’D)

28D. Fair value of derivative financial instruments

The derivative financial instruments are not traded in an active market. As a result, their fair values are based on valuation techniques currently consistent with generally accepted valuation methodologies for pricing financial instruments, and incorporate all factors and assumptions that knowledgeable, willing market participants would consider in setting the price (Level 2).

The fair value (Level 2) of interest rate swaps was measured on the basis of the current value of the difference between the contractual interest rate and the market rate at the end of the reporting year. The valuation technique used market observable inputs including interest rate curves.

The fair value (Level 2) of currency option contracts is based on option models. The valuation technique uses market observable inputs including forward rate curves and annualised volatility of exchange rate.

The valuation techniques applied on the currency swap contracts include forward pricing and swap models, using present value calculations. The models incorporate various inputs including credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves. For these financial instruments, inputs into models are market observable (Level 2).

29. FINANCIAL RATIOS

Group Trust2020 2019 2020 2019

Expenses to average net assets ratio – excluding performance related fee(1) 0.80% 1.12% 0.89% 0.91%

Expenses to average net assets ratio – including performance related fee(1) 1.13% 1.79% 1.29% 1.67%

Portfolio turnover ratio(2) – – – –

(1) The annualised ratios are computed in accordance with the guidelines of Investment Management Association of Singapore. The expenses used in the computation relate to expenses of the Group and the Trust excluding any property related expenses, borrowing costs, foreign exchange losses/(gains), tax deducted at source and costs associated with purchase of investments.

(2) Turnover ratio means the number of times per year that a dollar of asset is reinvested. It is calculated based on the lesser of purchases or sales of underlying investments of a scheme expressed as a percentage of daily average net asset value.




30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS

30A. Categories of financial assets and liabilities

The following table categorises the carrying amount of financial assets and liabilities recorded at end of reporting year:

Group Trust2020 2019 2020 2019$‘000 $‘000 $‘000 $‘000

Financial assetsFinancial assets at FVTPL 442 – 442 –Financial assets at amortised cost 152,786 160,191 207,781 219,802

153,228 160,191 208,223 219,802

Financial liabilitiesFinancial liabilities at FVTPL 20,029 13,671 20,029 13,671Financial liabilities at amortised cost 710,979 758,171 752,568 789,236

731,008 771,842 772,597 802,907

Further quantitative disclosures are included throughout these financial statements.

30B. Financial risk management

The main purpose for holding or issuing financial instruments is to raise and manage the finances for the entity’s operating, investing and financing activities. There are exposures to the financial risks on the financial instruments such as credit risk, liquidity risk and market risk comprising interest rate risk, currency risk and price risk exposures. Management has certain practices for the management of financial risks and actions to be taken in order to manage the financial risks. The guidelines include the following:

– Minimise interest rate, currency, credit and market risks for all kinds of transactions;

– Maximise the use of “natural hedge”: favouring as much as possible the natural off-setting of sales and costs and payables and receivables denominated in the same currency and therefore put in place hedging strategies only for the excess balance. The same strategy is pursued with regard to interest rate risk;

– Enter into derivatives or any other similar instruments solely for hedging purposes;

– All financial risk management activities are carried out and monitored by senior management staff;

– All financial risk management activities are carried out following acceptable market practices; and

– May consider investing in shares, bonds or similar instruments.

The Group Financial Controller of the Manager who monitors the procedures reports to management of the Manager.

There have been no changes to exposures to risk, objectives, policies and processes for managing the risk and the methods used to measure the risk.




30. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)

30C. Fair value of financial instruments

The analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 are disclosed in the relevant notes to the financial statements. These include the significant financial instruments stated at amortised cost and at fair value in the statement of financial position. The carrying values of current financial instruments approximate their fair values due to the short-term maturity of these instruments and the disclosures of fair value are not made when the carrying amount of current financial instruments is a reasonable approximation of the fair value.

30D. Credit risk on financial assets

Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties to discharge their obligations in full or in a timely manner. These arise principally from cash balances with banks, cash equivalents, receivables and other financial assets. The maximum exposure to credit risk is the total of the fair value of the financial assets at end of reporting year. Credit risk on cash balances with banks and any other financial instruments is limited because the counter-parties are entities with acceptable credit ratings. For ECL on financial assets, the three-stage approach in the financial reporting standard on financial instruments is used to measure the impairment allowance. Under this approach the financial assets move through the three stages as their credit quality changes. However, a simplified approach is permitted by the financial reporting standards on financial instruments for financial assets that do not have a significant financing component, such as trade receivables.

On initial recognition, a day-one loss is recorded equal to the 12-month ECL (or lifetime ECL for trade receivables), unless the assets are considered credit impaired. For credit risk on trade receivables an ongoing credit evaluation is performed on the financial condition of the debtors and an impairment loss is recognised in profit or loss. Reviews and assessments of credit exposures in excess of designated limits are made. Renewals and reviews of credits limits are subject to the same review process.

Note 20 discloses the maturity of the cash and cash equivalents balances. Cash and cash equivalents are also subject to the impairment requirements of the standard on financial instruments. There was no identified impairment loss.

30E. Liquidity risk

The following table analyses non-derivative financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows):

Less than1 year

1 to 3 years

3 to 5years

Over5 years Total

$’000 $’000 $’000 $’000 $’000

2020GroupGross borrowings commitments 248,520 189,083 342,496 – 780,099Gross finance lease obligations 480 174 462 44 1,160Trade and other payables 33,729 – – – 33,729

282,729 189,257 342,958 44 814,988

TrustGross borrowings commitments 224,502 141,047 – – 365,549Trade and other payables 400,419 – – – 400,419

624,921 141,047 – – 765,968





30E. Liquidity risk (cont’d)

Less than1 year

1 to 3 years

3 to 5years

Over5 years Total

$’000 $’000 $’000 $’000 $’000

2019GroupGross borrowings commitments 115,896 309,434 442,951 – 868,281Gross finance lease obligations 86 750 402 48 1,286Trade and other payables 47,547 – – – 47,547

163,529 310,184 443,353 48 917,114

TrustGross borrowings commitments 15,026 260,608 70,353 – 345,987Trade and other payables 482,270 – – – 482,270

497,296 260,608 70,353 – 828,257

The following table analyses the derivative financial instruments by remaining contractual maturity:

Less than1 year

1 to 3years

3 to 5years Total

$’000 $’000 $’000 $’000

2020Group and TrustNet settledCurrency option contracts 255 – – 255Forward contracts 179 – – 179Interest rate swaps (4,503) (1,906) – (6,409)Cross currency swap contracts – – (13,612) (13,612)

(4,069) (1,906) (13,612) (19,587)

Less than1 year

1 to 3years

3 to 5years Total

$’000 $’000 $’000 $’000

2019Group and TrustNet settledCurrency option contracts – (197) – (197)Interest rate swaps – (4,170) – (4,170)Cross currency swap contracts – – (9,304) (9,304)

– (4,367) (9,304) (13,671)

The above amounts disclosed in the maturity analysis are the contractual undiscounted cash flows and such undiscounted cash flows differ from the amount included in the statement of financial position. When the counterparty has a choice of when an amount is paid, the liability is included on the basis of the earliest date on which it can be required to pay.

Liquidity risk refers to the difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. It is expected that all the liabilities will be settled at their contractual maturity. The average credit period taken to settle trade payables is approximately 30 (2019: 30) days. The other payables are with short-term durations. The classification of the financial assets is shown in the statements of financial position as they may be available to meet liquidity need and no further analysis is deemed necessary.





30E. Liquidity risk (cont’d)

Group and Trust2020 2019$’000 $’000

Undrawn bank facilities 99,386 –

The Trust has an undrawn bank facility amounting to US$75.0 million available to be used for the partial repayment of an existing $175.0 million facility maturing in August 2021. The facility has been cancelled in February 2021 upon successful issuance of US$200.0 million 7.50% Guaranteed Senior Notes which was partially used to repay $175.0 term loan facility.

A schedule showing the maturity of financial liabilities and unused bank facilities is provided regularly to management of the Manager to assist in monitoring the liquidity risk. The Manager also monitors and observes the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore concerning limits on total borrowings. The Manager is of the view that cash from operating activities will be sufficient to meet the current requirements to support ongoing operations, capital expenditures, and debt repayment obligations. The Trust’s structure necessitates raising funds through debt financing and the capital markets to fund strategic acquisitions and capital expenditures. The Manager also ensures there are sufficient funds for declared and payable distributions and any other commitments.

30F. Interest rate risk

The interest rate risk exposure is from changes in fixed rates and floating interest rates and it mainly concerns financial liabilities which are both fixed rate and floating rate. The following table analyses the breakdown of the significant financial instruments by type of interest rate:

Group Trust2020 2019 2020 2019$‘000 $‘000 $‘000 $‘000

Financial liabilities with interestFixed rates 325,101 403,658 – –Floating rates 352,149 306,966 352,149 306,966

677,250 710,624 352,149 306,966

The floating rate debt instruments are with interest rates that are re-set at regular intervals. The interest rates are disclosed in the respective notes.

In order to manage interest rate risk, the Trust entered into:

– Interest rate swaps to mitigate fair value risk by converting floating rate borrowings to fixed rate borrowings, as described in notes 24A and 28A; and

– Cross currency swaps contracts to swap foreign currencies interest into fixed Singapore dollar interest, as described in notes 24C and 28C.

The derivatives are carried at fair value, and changes in fair value are recognised in profit or loss. However, there is no impact to distributable income until realised.





30F. Interest rate risk (cont’d)

Sensitivity analysis

Group and Trust2020 2019$’000 $’000

A hypothetical variation in interest rates by 10 (2019: 10) basis points with all other variables held constant, would have an increase/decrease in total return before tax for the year by: 352 307

The analysis has been performed for floating interest rate over a year for financial instruments. The impact of a change in interest rates on floating interest rate financial instruments has been assessed in terms of changing of their cash flows and therefore in terms of the impact on net expenses. The hypothetical changes in basis points are not based on observable market data (unobservable inputs).

30G. Foreign currency risk

Analysis of amounts denominated in non-functional currencies:

SGD USD Total$’000 $’000 $’000

Group2020Financial assetsCash and cash equivalents 1,155 580 1,735Trade and other receivables 34,905 – 34,905

36,060 580 36,640

Financial liabilitiesLoans and borrowings – 331,287 331,287

– 331,287 331,28736,060 (330,707) (294,647)

SGD USD Total$’000 $’000 $’000

Group2019Financial assetsCash and cash equivalents 14,009 616 14,625Trade and other receivables 34,905 – 34,905

48,914 616 49,530

Financial liabilitiesLoans and borrowings – 336,725 336,725

– 336,725 336,72548,914 (336,109) (287,195)





30G. Foreign currency risk (cont’d)

Analysis of amounts denominated in non-functional currencies (cont’d):

USD IDR Total$’000 $’000 $’000

Trust2020Financial assetsOther receivables from subsidiaries – 149,976 149,976

– 149,976 149,976

Financial liabilitiesOther payables to subsidiaries – 1,953 1,953Loan payables to subsidiaries 331,287 – 331,287

331,287 1,953 333,240(331,287) 148,023 (183,264)

USD IDR Total $’000 $’000 $’000

Trust2019Financial assetsOther receivables from subsidiaries – 185,613 185,613

– 185,613 185,613

Financial liabilitiesOther payables to subsidiaries – 2,014 2,014Loan payables to subsidiaries 336,725 – 336,725

336,725 2,014 338,739(336,725) 183,599 (153,126)

There is exposure to foreign currency risk as part of its normal business. In particular, there is significant exposure to:

– IDR currency risk arise from operations of the malls and retail spaces in Indonesia. In this respect, foreign currency contracts are entered into to take into consideration of anticipated revenues in IDR over operating expenses. Note 28B illustrates the foreign currency derivatives in place at end of reporting year; and

– USD currency risk arise as the Group issued US$250.0 million Guarantee Senior Notes whose functional currency is in SGD, have been fully hedged using the cross currency swaps contract that mature on the same dates that the senior notes are due from repayment. Note 28C illustrates the cross currency swaps derivatives in place at end of reporting year.





30G. Foreign currency risk (cont’d)

Group2020 2019$’000 $’000

A hypothetical 10% (2019: 10%) strengthening in exchange rate of functional currency IDR against SGD with all other variables held constant would have an adverse effect on total return before tax of: (3,606) (4,891)

A hypothetical 10% (2019: 10%) strengthening in exchange rate of functional currency SGD against USD with all other variables held constant would have a favourable effect on total return before tax of: 33,071 33,611

Trust2020 2019$’000 $’000

A hypothetical 10% (2019: 10%) strengthening in exchange rate of functional currency SGD against IDR with all other variables held constant would have an adverse effect on total return before tax of: (14,802) (18,360)

A hypothetical 10% (2019: 10%) strengthening in exchange rate of functional currency SGD against USD with all other variables held constant would have a favourable effect on total return before tax of: 33,129 33,673

The hypothetical changes in exchange rates are not based on observable market data (unobservable inputs). The sensitivity analysis is disclosed for each currency to which the entity has significant exposure. The analysis above has been carried out without taking into consideration hedged transactions.

The above table shows sensitivity to a hypothetical 10% variation in the functional currency against the relevant non-functional foreign currencies. The sensitivity rate used is the reasonably possible change in foreign exchange rates. For similar rate weakening of the functional currency against the relevant foreign currencies above, there would be comparable impacts in the opposite direction on the profit or loss.

In management’s opinion, the above sensitivity analysis is unrepresentative of the foreign currency risks as the historical exposure does not reflect the exposure in future.

31. CAPITAL COMMITMENTS

At the end of the reporting year, the Group committed to purchase plant and equipment and assets enhancements in retail malls estimated to amount to $7,051,000 (2019: $13,069,000).




32. OPERATING LEASE INCOME COMMITMENTS – AS LESSOR

At end of reporting year, total future minimum lease receivables committed under non-cancellable operating leases are as follows:

Group2020 2019$’000 $’000

Not later than one year 85,865 111,326Between 1 and 2 years 70,171 85,497Between 2 and 3 years 49,438 64,543Between 3 and 4 years 35,170 43,866Between 4 and 5 years 21,479 27,766More than five years 34,222 69,970

296,345 402,968

Rental income for the year 78,290 155,259

The Trust has no operating lease payment commitments at end of reporting year.

The Group has commercial property leases for retail malls and spaces. The lease rental income terms are negotiated for an average term of five to ten years for anchor tenants and an average of three to five years for speciality tenants. These leases are cancellable with conditions and rentals may be subject to an escalation clause.

Upon completion of the acquisition of Palembang Icon, the Group entered into 25 years of master leases for the sports centre that were leased to the vendor lessees for guaranteed rental receivables, in accordance with the terms and conditions of the master leases. As part of the revised leasing strategy, the tenure of the existing master lease for the Sport Centre was revised to 6 years expired in December 2020.

Upon completion of the acquisition of Lippo Mall Kuta, the Group entered into 3 master leases, pursuant to which casual leasing, car park and certain specialty retail spaces were leased to the vendor lessees for guaranteed rental receivables, in accordance with the terms and conditions of the master leases. The master leases are valid for a period of 5 years from 29 December 2016 to 28 December 2021.

Upon completion of the acquisition of Lippo Plaza Kendari, the Group entered into 2 master leases, pursuant to which casual leasing and certain anchor and specialty retail spaces were leased to the vendor lessees for guaranteed rental receivables, in accordance with the terms and conditions of the master leases. The master leases are valid for a period of 5 years from 21 June 2017 to 20 June 2022.

Upon completion of the acquisition of Lippo Plaza Jogja, the Group entered into 3 master leases, pursuant to which casual leasing, car park and certain anchor and specialty retail spaces were leased to the vendor lessees for guaranteed rental receivables, in accordance with the terms and conditions of the master leases. The master leases are valid for a period of 5 years from 22 December 2017 to 21 December 2022.




33. OTHER MATTERS

Right of First Refusal (“ROFR”)

On 14 August 2007, an agreement was entered into between the Trustee and the Sponsor pursuant to which the Sponsor granted the Trust, for so long as (a) LMIRT Management Ltd remains the Manager of the Trust; and (b) the Sponsor and/or any of its related corporations, alone or in aggregate, remains a controlling shareholder of the Manager; an ROFR over any retail properties located in Indonesia (each such property to be known as a “Relevant Asset”): (i) which the Sponsor or any of its subsidiaries (each a “Sponsor Entity”) proposes to sell or transfer (whether such Relevant Asset is wholly-owned or partly-owned by the Sponsor Entity and excluding any sale of Relevant Asset by a Sponsor Entity to any related corporation of such Sponsor Entity pursuant to a reconstruction, amalgamation, restructuring, merger or any analogous event) to an unrelated third party; or (ii) for which a proposed offer for sale or transfer of such Relevant Asset has been made to a Sponsor Entity.

34. SUBSEQUENT EVENTS

(i) On 6 January 2021, the Group obtained term loan facilities of up to $80.0 million with BNP Paribas Singapore and CIMB Bank Singapore for the purpose of partially financing the acquisition of Lippo Mall Puri. The term loan facilities amounting up to $80.0 million comprises $60.0 million (“Facility A”) and $20.0 million (“Facility B”) with maturity tenure of 36 months and 60 months, respectively.

(ii) On 16 December 2020, the Group launched a rights issue of up to 4,682,872,029 new units to raise gross proceeds of approximately $281.0 million on a renounceable and non-underwritten basis to eligible Unitholders at $0.06 per rights unit with an allotment ratio of 160 rights units for every 100 existing units. The rights issue is to partially finance the acquisition of Lippo Mall Puri. On 21 January 2021, the Group issued an aggregate of 4,682,872,029 rights units, bringing the total number of issued units in the Group to 7,609,667,047 units.

(iii) On 27 January 2021, the Group completed the acquisition of Lippo Mall Puri. The purchase consideration was paid in cash, funded by the $80.0 million term loan facilities, vendor financing of $40.0 million and proceeds from the aforesaid rights issue.

(iv) On 9 February 2021, the Group issued US$200.0 million 7.50% Guaranteed Senior Notes. The notes bear fixed interest rate of 7.50% per annum payable semi-annually in arrears and was issued at an issue price of 98.980% of the principal amount of the notes. The notes will mature on 9 February 2026. The Group used part of the proceeds to repay both the $175.0 million loan facility maturing in August 2021 and $44.0 million revolving credit facilities in February 2021.

(v) On 1 March 2021, a final distribution of 0.04 cents per unit was declared totalling $3,042,000 in respect of the quarter ended 31 December 2020.

(vi) Subsequent to year-end, the Trust entered into two cross currency swap contracts to swap the partial proceeds from the US$200.0 million 7.50% Guaranteed Senior Notes issued on 9 February 2021 into Singapore dollars and the interest rate from 7.50% to 6.65% plus 6 months SOR.




35. CHANGES AND ADOPTION OF FINANCIAL REPORTING STANDARDS

For current reporting year, new or revised FRS and the related Interpretations to FRS (“INT FRS”) were issued by the Singapore Accounting Standards Council. Those applicable to the reporting entity are listed below. These applicable new or revised standards did not require any modification of the measurement methods or the presentation in the financial statements.

FRS No. Title

FRS 103 Definition of a Business – Amendments FRS 1 and 8 Definition of Material – Amendments to

The Conceptual Framework for Financial ReportingFRS PS 2 FRS Practice Statement 2 Making Materiality JudgementsFRS 39;107and 109

Interest Rate Benchmark Reform – Amendments toThe Conceptual Framework for Financial Reporting

FRS 116 Covid-19 Related Rent Concessions – Amendment to (effective from 30 June 2020) (early adoption)

36. NEW OR AMENDED STANDARDS IN ISSUE BUT NOT YET EFFECTIVE

For future reporting years, certain new or revised financial reporting standards were issued and these will only be effective for future reporting years. Those applicable to the reporting entity for future reporting years are listed below. The transfer to the applicable new or revised standards from the effective dates is not expected to result in any significant modification of the measurement methods or the presentation in the financial statements for the following year from the known or reasonably estimable information relevant to assessing the possible impact that application of the new or revised standards may have on the entity’s financial statements in the period of initial application.

FRS No. Title

Effective datefor periods

beginning onor after

FRS 1 Classification of Liabilities as Current or Non-current – Amendments to 1 January 2023FRS 103 Definition of a Business – Reference to the Conceptual Framework –

Amendments to1 January 2022

FRS 16 Property, Plant and Equipment: Proceeds before Intended Use – Amendments to

1 January 2022

FRS 37 Onerous Contracts – Costs of Fulfilling a Contract – Amendments to 1 January 2022FRS 101 First-time Adoption of Financial Reporting Standards – Subsidiary as a

first-time adopter (Annual Improvement Project)1 January 2022

FRS 109 Financial Instruments – Fees in the “10 per cent” test for derecognition of financial liabilities (Annual Improvement Project)

1 January 2022

FRS 110and FRS 28

Sale or Contribution of Assets between and Investor and its Associate or Joint Venture

Not fixed yet

Various Annual Improvements to FRS 2018-2020 1 January 2022


https://www.asc.gov.sg/pronouncements/singapore-financial-reporting-standards-international/changes-effective-for-annual-periods-beginning-after-1-january-2020



37. LISTING OF SUBSIDIARIES

All the subsidiaries are wholly-owned. The subsidiaries held by the Trust and the Group are listed below:

Name of subsidiaryCountry of incorporation Principal activities Cost

2020 2019$’000 $’000

Held by the Trust

Gajah Mada Investments Pte Ltd Singapore Investment holding 76,173 79,560

Mal Lippo Investments Pte Ltd Singapore Investment holding 49,046 50,575

Cibubur Holdings Pte Ltd Singapore Investment holding 50,079 50,079

Tangent Investments Pte Ltd Singapore Investment holding 76,238 76,238

Magnus Investments Pte Ltd Singapore Investment holding 97,476 97,476

Elok Holdings Pte Ltd Singapore Investment holding 48,233 49,955

PS International Holdings Pte Ltd Singapore Investment holding 126,185 126,185

Great Properties Pte Ltd Singapore Investment holding 59,360 59,360

Grace Capital Pte Ltd Singapore Investment holding 34,278 34,278

Realty Overseas Pte Ltd Singapore Investment holding 23,726 26,500

Java Properties Pte Ltd Singapore Investment holding 17,402 17,758

Serpong Properties Pte Ltd Singapore Investment holding 13,763 14,327

Metropolis Properties Pte Ltd Singapore Investment holding 26,217 26,217

Matos Properties Pte Ltd Singapore Investment holding 19,554 19,877

Detos Properties Pte Ltd Singapore Investment holding 20,593 20,593

Palladium Properties Pte Ltd Singapore Investment holding 43,569 43,569

Madiun Properties Pte Ltd Singapore Investment holding 22,357 22,705

GMP International Holdings Pte Ltd Singapore Investment holding 765 765

MLC Holdings Pte Ltd Singapore Investment holding 765 765

CJ Retail Investments Pte Ltd Singapore Investment holding 89 89

Maxia Investments Pte Ltd Singapore Investment holding 535 535

Fenton Investments Pte Ltd Singapore Investment holding 1,256 1,256

EP International Investments Pte Ltd Singapore Investment holding 60 60




37. LISTING OF SUBSIDIARIES (CONT’D)


2020 2019$’000 $’000

Held by the Trust (cont’d)

Plaza Semanggi Investments Pte Ltd Singapore Investment holding 161 161

PV International Holdings Pte Ltd Singapore Investment holding 174,006 174,006

Pluit Village Investments Pte Ltd Singapore Investment holding 29,189 29,189

PMF Holdings Pte Ltd Singapore Investment holding 33,607 33,708

Plaza Medan Investments Pte Ltd Singapore Investment holding 1* 1*

PSX Holdings Pte Ltd Singapore Investment holding 9,218 9,218

Palembang Square Holdings Pte Ltd Singapore Investment holding 50,187 50,187

Taminis Holdings Pte Ltd Singapore Investment holding 19,333 19,372

Kramati Holdings Pte Ltd Singapore Investment holding 34,413 35,407

Binjaimall Holdings Pte Ltd Singapore Investment holding 2,603 23,215

Pejaten Holdings Pte Ltd Singapore Investment holding 104,212 110,519

Super Binjai Investment Pte Ltd Singapore Investment holding 1* 1*

Pejatenmall Investment Pte Ltd Singapore Investment holding 2,151 2,151

Kramat Jati Investment Pte Ltd Singapore Investment holding 1* 1*

Tamini Square Investment Pte Ltd Singapore Investment holding 1* 1*

Palem Square Investment Pte Ltd Singapore Investment holding 1* 1*

PSEXT Investment Pte Ltd Singapore Investment holding 1* 1*

LMIRT Capital Pte Ltd Singapore Provision of treasury services

1* 1*

KMT 1 Holdings Pte Ltd Singapore Investment holding 297,666 307,514

KMT 2 Investment Pte Ltd Singapore Investment holding 16,104 16,104

Picon1 Holdings Pte Ltd Singapore Investment holding 75,595 78,635

* Amount less than $1,000.






2020 2019$’000 $’000


Picon2 Investments Pte Ltd Singapore Investment holding 16,475 16,475

Kuta1 Holdings Pte Ltd Singapore Investment holding 83,116 83,807

Kuta2 Investments Pte Ltd Singapore Investment holding 4,320 4,320

Icon2 Investments Pte Ltd Singapore Investment holding 50,881 52,799

PT Graha Baru Raya Indonesia Owner of Gajah Mada Plaza

805 805

PT Graha Nusa Raya Indonesia Owner of Mal Lippo Cikarang

805 805

PT Cibubur Utama Indonesia Owner of Cibubur Junction

1,772 1,772

PT Megah Semesta Abadi Indonesia Owner of Bandung Indah Plaza

10,692 10,692

PT Suryana Istana Pasundan Indonesia Owner of Istana Plaza

25,112 25,112

PT Indah Pesona Bogor Indonesia Owner of Lippo Plaza Ekalokasari Bogor

1,208 1,208

PT Primatama Nusa Indah Indonesia Owner of The Plaza Semanggi

3,222 3,222

PT Manunggal Wiratama Indonesia Owner of Sun Plaza 10,476 10,476

PT Duta Wisata Loka Indonesia Owner of Pluit Village

30,031 30,031

PT Anugrah Prima Indonesia Owner of Plaza Medan Fair

14,630 14,630

PT Amanda Cipta Utama Indonesia Owner of Binjai Supermall*

6,270 6,270

* Binjai Supermall was divested on 3 August 2020.






2020 2019$’000 $’000


PT Panca Permata Pejaten Indonesia Owner of Pejaten Village* and Kediri Town Square

24,532 24,532

PT Benteng Teguh Perkasa Indonesia Owner of Lippo Plaza Kramat Jati

10,263 10,263

PT Cahaya Megah Nusantara Indonesia Owner of Tamini Square

2,566 2,566

PT Jaya Integritas Indonesia Owner of Palembang Square

2,566 2,566

PT Palembang Paragon Mall Indonesia Owner of Palembang Square Extension

4,362 4,362

PT Cahaya Bimasakti Nusantara Indonesia Owner of Palembang Square Extension

2,566 2,566

PT Dinamika Serpong Indonesia Owner of Mall WTC Matahari Units

805 805

PT Gema Metropolis Modern Indonesia Owner of Metropolis Town Square Units

805 805

PT Matos Surya Perkasa Indonesia Owner of Malang Town Square Units

805 805

PT Megah Detos Utama Indonesia Owner of Depok Town Square Units

805 805

PT Palladium Megah Lestari Indonesia Owner of Grand Palladium Units and Lippo Plaza Batu

5,364 5,364

PT Madiun Ritelindo Indonesia Owner of Plaza Madiun Units

805 805

* Pejaten Village was divested on 30 July 2020.






2020 2019$’000 $’000


PT Java Mega Jaya Indonesia Owner of Java Supermall Units

805 805

PT Kemang Mall Terpadu Indonesia Owner of Lippo Mall Kemang

64,417 64,417

PT Griya Inti Sejatera Insani Indonesia Owner of Palembang Icon

5,223 5,223

PT Rekreasi Pantai Terpadu Indonesia Owner of Lippo Mall Kuta

17,280 17,280

PT Mitra Anda Sukses Bersama Indonesia Owner of Lippo Plaza Kendari

1,115 1,115

PT Puri Bintang Terang Indonesia Dormant 1* 1*

Joint operations held by subsidiary, Icon2 Investments Pte Ltd

PT Yogya Central Terpadu Indonesia Owner of Lippo Plaza Jogja and Siloam Hospital Yogyakarta

14,250 14,250

* Amount less than $1,000.

The subsidiaries incorporated in Indonesia are audited by RSM Amir Abadi Jusuf, Aryanto, Mawar & Rekan, a member firm of RSM International of which RSM Chio Lim LLP in Singapore is a member.

The subsidiaries incorporated in Singapore are audited by RSM Chio Lim LLP in Singapore.

The investments include investments in redeemable preference shares that are redeemable at the option of the subsidiaries.


The transactions entered into with interested persons during the financial year, which fall under the SGX-ST’s Listing Manual and the Code on Collective Investment Schemes, are as follows:

Name of Interest Person

Aggregate valueof all interested person

transactions duringFY 2020 under review

(excluding transactionsless than S$100,000 andtransactions conducted

under unitholders’ mandatepursuant to Rule 920)

S$’000

Aggregate valueof all interested

person transactionsconducted under

unitholders’ mandatepursuant to Rule

920 (excludingtransactions less than

S$100,000)(1)

S$’000

PT Lippo Karawaci Tbk and its subsidiaries or associates– Manager’s management fees expense 7,548 –– Property management fees expense 4,098 –– Rental revenue and service charge 31,215 –

Perpetual (Asia) Limited- Trustee’s fees 436 –

(1) LMIR Trust has not sought any general mandate from its Unitholders for interested person transactions pursuant to Rule 920 of the Listing Manual.

Saved as disclosed above, there were no additional interested person transactions (excluding transactions less than S$100,000 each) entered into during the financial year under review or any material contracts entered into by LMIR Trust that involved the interests of the Chief Executive Officer, any Director or controlling Unitholder of LMIR Trust.

Fees payable to the Manager in accordance with the terms and conditions of the Trust Deed dated 8 August 2008 are not subject to Rule 905 and 906 of the SGX-ST’s Listing Manual. Accordingly, such fees are not subject to aggregation and other requirements under Rules 905 and 906 of the SGX-ST’s Listing Manual.

SUBSCRIPTIONS OF LMIR TRUST

For the financial year ended 31 December 2020, the issued and subscribed units as at 31 December 2020 is an aggregate of 2,926,795,018 units.

As approved at an extraordinary general meeting of unitholders held on 14 December 2020, an aggregate of 4,682,872,029 new units (the “Rights Units”) were issued on 21 January 2021 pursuant to a renounceable and non-underwritten rights issue of 160 Rights Units for every 100 existing units at an issue price of S$0.06 per Rights Unit (the “Rights Issue”).

Immediately following the issue of the Rights Units, the aggregate issued and subscribed units of LMIR Trust increased to 7,609,667,047 units.

INTERESTED PERSON TRANSACTIONSYEAR ENDED 31 DECEMBER 2020


STATISTICS OF UNITHOLDINGSAS AT 17 MARCH 2021

DISTRIBUTION OF UNITHOLDINGS

Size Of Unitholdings Unitholders % No. of Units %

1 – 99 35 0.31 427 0.00100 – 1,000 360 3.20 253,820 0.001,001 – 10,000 2,774 24.64 18,033,690 0.2410,001 – 1,000,000 7,921 70.36 824,000,301 10.831,000,001 AND ABOVE 168 1.49 6,767,378,809 88.93TOTAL 11,258 100.00 7,609,667,047 100.00

TWENTY LARGEST UNITHOLDERS

No. Name No. of Units %

1 CGS-CIMB SECURITIES (SINGAPORE) PTE. LTD. 4,237,409,082 55.682 CITIBANK NOMINEES SINGAPORE PTE LTD 516,841,126 6.793 UOB KAY HIAN PRIVATE LIMITED 363,812,957 4.784 DBS NOMINEES (PRIVATE) LIMITED 266,299,915 3.505 LMIRT MANAGEMENT LTD 229,118,809 3.016 RAFFLES NOMINEES (PTE.) LIMITED 142,514,476 1.877 OCBC SECURITIES PRIVATE LIMITED 116,899,553 1.548 PHILLIP SECURITIES PTE LTD 95,062,738 1.259 DBSN SERVICES PTE. LTD. 87,248,728 1.1510 HSBC (SINGAPORE) NOMINEES PTE LTD 66,949,739 0.8811 UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 46,707,811 0.6112 MAYBANK KIM ENG SECURITIES PTE. LTD. 46,688,072 0.6113 OCBC NOMINEES SINGAPORE PRIVATE LIMITED 40,362,423 0.5314 KO OON JOO 30,952,100 0.4115 ABN AMRO CLEARING BANK N.V. 24,161,180 0.3216 MERRILL LYNCH (SINGAPORE) PTE. LTD. 22,310,355 0.2917 IFAST FINANCIAL PTE. LTD. 21,425,540 0.2818 TJANDRA TJAKRAWINATA @ CHOW CHARLES 18,071,700 0.2419 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 17,882,649 0.2320 NG THIAN SAI 14,430,000 0.19

TOTAL 6,405,148,953 84.16


STATISTICS OF UNITHOLDINGSAS AT 17 MARCH 2021

SUBSTANTIAL UNITHOLDERS(As recorded in the Register of Substantial Unitholders’ Unitholdings as at 17 March 2021)

No. of UnitsDirect Interest

No. of UnitsDeemed Interest

1. Bridgewater International Ltd (“BIL”)(1) 4,210,792,262 –2. Mainland Real Estate Ltd. (“Mainland”)(1) – 4,439,911,0713. PT. Sentra Dwimandiri (“SD”)(1) – 4,439,911,0714. Lippo Karawaci Corporation Pte Ltd. (“LK Corp”)(1) – 4,439,911,0715. Jesselton Investment Limited (“Jesselton”)(1) – 4,439,911,0716. PT. Lippo Karawaci Tbk (“Sponsor”)(1) – 4,439,911,0717. PT Inti Anugerah Pratama (“IAP”)(2) – 4,439,911,0718. PT Triyaja Utama Mandiri (“TUM”)(3) – 4,439,911,0719. James Tjahaja Riady (“JTR”)(4) – 4,439,911,07110. Fullerton Capital Limited (“Fullerton”)(5) – 4,439,911,07111. Sinovex Limited (“Sinovex”)(6) – 4,439,911,07112. Dr Stephen Riady (“SR”)(7) – 4,439,911,071

Notes:(1) BIL is directly held by SD, PT Prudential Development (“PD”) and Mainland in the proportion of 47.61%, 0.01% and 52.38% respectively. SD and

Mainland are therefore deemed to be interested in the units held by BIL LMIRT Management Ltd., the Manager of Lippo Malls Indonesia Retail Trust (the “Manager”) is directly held by Peninsula Investment Limited (“PIL”) which in turn is directly held by Mainland and Jesselton in the proportion of 51.91% and 48.09% respectively. Mainland is directly held by SD, PD, Jesselton and Lippo Karawaci Corporation Pte Ltd (“LK Corp”) in the proportion of 28%, 18%, 27% and 27% respectively. PTSD and LKC are therefore deemed to interested in the units held by BIL and the Manager. The Sponsor continues to hold 100% of SD, PD, LK Corp and Jesselton.

(2) IAP holds more than 50% interest in the Sponsor and is therefore deemed to be interested in Sponsor’s deemed interest in 4,439,911,071 Units comprising of 229,118,809 units held by the Manager and 4,210,792,262 units held by BIL.

(3) TUM holds 60% interest in IAP which is the intermediate holding company of the Manager. Accordingly, TUM has a deemed interest in 229,118,809 units held by the Manager. In addition, TUM is the intermediate holding company of BIL and is therefore deemed in the 4,210,792,262 units held by BIL.

(4) JTR effectively holds 100% interest in TUM and is therefore deemed to be interested in TUM’s deemed interest.(5) Fullerton holds 40% interest in IAP and is therefore deemed to be interested in IAP’s deemed interest of 4,439,911,071 Units.(6) Sinovex is the holding company of Fullerton and is therefore deemed to be interested in Fullerton’s deemed interest of 4,439,911,071 Units. (7) SR holds the entire share capital of Sinovex which is the holding company of Fullerton. Fullerton holds 40% of the shares in IAP which is

the intermediate holding company of the Manager and BIL. Therefore, he is deemed to be interested in 4,439,911,071 Units comprising of 229,118,809 units held by the Manager and 4,210,792,262 units held by BIL.

MANAGER’S DIRECTORS’ UNITHOLDINGS(As recorded in the Register of Directors’ Unitholdings as at 21 January 2021)

None of the Directors of the Manager has Unitholdings in LMIR Trust.

FREE FLOAT

Based on the information made available to the Manager as at 17 March 2021, approximately 41.65% of the Units in LMIR Trust are held in the hands of the public. Accordingly Rule 723 of the Listing Manual of the SGX-ST has been complied with.

TREASURY UNITS AND SUBSIDIARY HOLDINGS

As at 17 March 2021, LMIR Trust does not hold any treasury units and there is no subsidiary holdings.


NOTICE OF ANNUAL GENERALMEETING OF THE UNITHOLDERS

LIPPO MALLS INDONESIA RETAIL TRUST

NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting (“AGM”) of the holders of units of Lippo Malls Indonesia Retail Trust (“LMIR Trust”, and the holders of units of LMIR Trust, “Unitholders”) will be convened and held by way of electronic means on Wednesday, 21 April 2021 at 10:00 a.m. (Singapore Time) to transact the following business:

(A) AS ORDINARY BUSINESS

1. To receive and adopt the Report of the Trustee issued by Perpetual (Asia) Limited, as trustee of LMIR Trust (the “Trustee”), the Statement by the Manager issued by LMIRT Management Ltd, as manager of LMIR Trust (the “Manager”), and the Audited Financial Statements of LMIR Trust for the financial year ended 31 December 2020 together with the Auditors’ Report thereon.

(Ordinary Resolution 1)

2. To re-appoint RSM Chio Lim LLP as Auditors of LMIR Trust and to hold office until the conclusion of the next AGM and to authorise the Manager to fix their remuneration.


(B) AS SPECIAL BUSINESS

To consider and if thought fit, to pass with or without any modifications, the following resolution as an Ordinary Resolution:

3. That pursuant to Clause 5 of the trust deed constituting LMIR Trust (as amended) (the “Trust Deed”) and the listing rules of Singapore Exchange Securities Trading Limited (“SGX-ST”), the Manager be authorised and empowered to:

(a) (i) issue units in LMIR Trust (“Units”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Units to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Units,

at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may in its absolute discretion deem fit; and

(b) issue Units in pursuance of any Instrument made or granted by the Manager while this Resolution was in force (notwithstanding the authority conferred by this Resolution may have ceased to be in force at the time such Units are issued),

provided that:

(1) the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of the Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent (50.0%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a pro rata basis to existing Unitholders (including Units to be issued in pursuance of Instruments to be made or granted pursuant to this Resolution) shall not exceed twenty per cent (20.0%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below);


NOTICE OF ANNUAL GENERALMEETING OF THE UNITHOLDERS (CONT’D)

(2) subject to such manner of calculation as may be prescribed by the SGX-ST, for the purpose of determining the aggregate number of Units and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued Units and Instruments shall be based on the total number of issued Units (excluding treasury Units, if any) at the time of the passing of this Resolution, after adjusting for:

(a) new Units arising from the conversion or exercise of the Instruments or any convertible securities which are outstanding or subsisting at the time of the passing of this Resolution;

(b) new Units arising from exercising unit options or vesting of unit awards outstanding and subsisting at the time of the passing of this Resolution; and

(c) any subsequent bonus issue, consolidation or subdivision of Units;

(3) in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Trust Deed for the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore);

(4) unless revoked or varied by Unitholders in a general meeting of LMIR Trust, the authority conferred by this Resolution shall continue in force until (i) the conclusion of the next AGM of LMIR Trust or (ii) the date by which the next AGM of LMIR Trust is required by law to be held, whichever is earlier or (iii) in the case of Units to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such Units in accordance with the terms of the Instruments;

(5) where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation issues or any other events, the Manager is authorised to issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time the Instruments or Units are issued; and

(6) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including, without limitation, executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider necessary, expedient, incidental or in the interest of LMIR Trust to give effect to the authority contemplated and/or authorised by this Resolution.

(Please see Explanatory Note)(Ordinary Resolution 3)

4. That pursuant to Clause 7 of the Trust Deed:

(a) the exercise of all the powers of the Manager to repurchase issued Units for and on behalf of LMIR Trust not exceeding the Maximum Limit (as hereafter defined), at such price or prices as may be determined by the Manager in accordance with the Trust Deed from time to time up to the Maximum Price (as hereafter defined), whether by way of:

(i) market repurchase(s) (“Market Repurchase”) effected on the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted; and/or;

(ii) off-market repurchase(s) (which are not market repurchases) (“Off-Market Repurchase”) in accordance with any equal access scheme(s) as may be determined or formulated by the Manager as it considers fit in accordance with the Trust Deed and otherwise in accordance with all applicable laws and regulations including the rules of the SGX-ST or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted, be and is hereby authorised and approved generally and unconditionally (the “Unit Buy-Back Mandate”).



(b) (unless revoked or varied by Unitholders in a general meeting) the authority conferred on the Manager pursuant to the Unit Buy-Back Mandate may be exercised by the Manager at any time and from time to time during the period commencing from passing of this Resolution and expiring on the earlier of

(i) the date on which the next AGM of LMIR Trust is held;

(ii) the date by which the next AGM of LMIR Trust is required by applicable laws and regulations or the provisions of the Trust Deed to be held; or

(iii) the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated;

(c) in this Resolution:

“Average Closing Price” means the average of the closing market prices of the Units over the last five Market Days (as defined herein), on which transactions in the Units were recorded, immediately preceding the date of the Market Repurchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Repurchase, and deemed to be adjusted for any corporate action that occurs during the relevant five Market Days and the date on which the Market Repurchase(s) or, as the case may be, the date on which the offer pursuant to the Off-Market Repurchase(s), is made;

“date of the making of the offer” means the date on which the Manager makes an offer for an Off-Market Repurchase, stating therein the repurchase price (which shall not be more than the Maximum Price for an Off-Market Repurchase calculated on the foregoing basis) for each Unit and the relevant terms of the equal access scheme for effecting the Off-Market Repurchase;

“Market Day” means a day on which the SGX-ST and/or, as the case may be, such other stock exchange for the time being on which the Units may be listed and quoted is open for trading in securities;

“Maximum Limit” means the total number of Units which may be repurchased pursuant to the Unit Buy-Back Mandate is limited to that number of Units representing not more than 10.0% of the total number of issued Units as at the date of the AGM;

“Maximum Price” in relation to a Unit to be repurchased, means the maximium repurchase price which shall not exceed 105.0% of the Average Closing Price of the Units for both a Market Repurchase and an Off-Market Repurchase, excluding brokerage, stamp duty, commission, applicable goods and services tax and other related expenses of such repurchase.

(d) the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interest of LMIR Trust to give effect to the transactions contemplated and/or authorised by this Resolution.


5. To transact any other business as may properly be transacted at an AGM.

By Order of the BoardLMIRT Management Ltd(Company Registration No. 200707703M)as Manager of Lippo Malls Indonesia Retail Trust

Chester LeongCompany Secretary

Singapore1 April 2021



EXPLANATORY NOTE:

1. Ordinary Resolution 3

The Ordinary Resolution (3) in item 3 above, if passed, will empower the Manager from the date of this AGM until (i) the date by which the next AGM of the Unitholders of LMIR Trust, or (ii) the date by which the next AGM of the Unitholders is required by law to be held, or (iii) such authority is varied or revoked by the Unitholders in a general meeting, whichever is the earliest, to issue Units, make or grant Instruments and to issue Units pursuant to such Instruments, up to a number not exceeding, in total, fifty per cent (50.0%) of the total number of issued Units (excluding treasury Units, if any), with a sub-limit of twenty per cent (20.0%) for issues other than on a pro rata basis to Unitholders.

For the purpose of determining the aggregate number of Units that may be issued, the percentage of issued Units will be calculated based on the total number of issued Units (excluding treasury Units, if any) at the time this Ordinary Resolution is passed after adjusting for new Units arising from the conversion or exercise of any Instruments, the exercise of unit options or the vesting of unit awards outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent bonus issue, consolidation or subdivision of Units.

2. Ordinary Resolution 4

The Ordinary Resolution 4, if passed, will empower the Manager from the date of the AGM until (i) the date on which the next AGM of LMIR Trust is held; (ii) the date by which the next AGM of LMIR Trust is required by applicable laws and regulations or the provisions of the Trust Deed to be held or (iii) the date on which the repurchases of Units by the Manager pursuant to the Unit Buy-Back Mandate are carried out to the full extent mandated, whichever is the earliest, to exercise all powers to repurchase issued Units for and on behalf of LMIR Trust not exceeding in aggregated 10.0% of the total number of Units as at the date of the passing of Ordinary Resolution 4, whether by way of Market Repurchase(s) or Off-Market Repurchase(s), on the terms of the Unit Buy-Back Mandate set out in the Letter to Unitholders dated 1 April 2021, unless such authority is revoked or varied by the Unitholders in a general meeting.

IMPORTANT NOTICE:

1. The AGM is being convened, and will be held, by electronic means pursuant to the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (as amended). Printed copy of this Notice will not be sent to Unitholders. Instead, this Notice will be sent to Unitholders by electronic means via publication on LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html. This Notice will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type= securityname.

2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via “live” audio-visual webcast or “live” audio-only stream), submission of questions to the Chairman of the AGM in advance of the AGM, addressing of substantial and relevant questions at the AGM and voting by appointing the Chairman of the AGM as proxy at the AGM, are set out in the accompanying LMIR Trust’s announcement dated 1 April 2021. This announcement may be accessed at LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html and will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type= securityname.

A Unitholder who wishes to watch the “live” audio-visual webcast or “live” audio-only stream must pre-register by 10:00 a.m. (Singapore Time) on 18 April 2021, at the URL http://www.lmir-trust.com/ir_agm2021.html to enable the Manager to verify his/her/its status as Unitholders.


https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname



Following the verification, authenticated Unitholders will receive an email containing instructions on how to access the “live” audio-visual webcast and “live” audio-only stream of the proceedings of the AGM by 10:00 a.m. (Singapore Time) on 20 April 2021 (the “Confirmation Email”).

Unitholders who do not receive the Confirmation Email by 10:00 a.m. (Singapore Time) on 20 April 2021, but who have registered by 10:00 a.m. (Singapore Time) on 18 April 2021, should contact LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at email address [email protected] or call our general telephone number at +65 6536 5355 from 10:00 a.m. to 4:00 p.m. (Singapore Time) on 20 April 2021.

Unitholders may also submit questions related to the resolutions to be tabled for approval at the AGM. To do so, all questions must be submitted by 10:00 a.m. (Singapore Time) on 16 April 2021:

(a) if submitted electronically, be submitted

(i) via the pre-registration website at the URL http://www.lmir-trust.com/ir_agm2021.html; or

(ii) via email by completing the Submission of Questions Form provided by the Manager on LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html and on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname and sending the same to LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at [email protected];

(b) in hard copy by completing the Submission of Questions Form provided by the Manager on LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html and on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname and sending the same by post to the office of LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623.

3. As the AGM will be convened and held by way of electronic means, a Unitholder will not be able to attend the AGM in person. A Unitholder (whether individual or corporate) must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such Unitholder wishes to exercise his/her/its voting rights at the AGM. The instrument appointing the Chairman of the AGM as proxy (“Proxy Form”) may be accessed at LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html, and will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname.

Printed copies of the Proxy Form will not be sent to Unitholders.

Where a Unitholder (whether individual or corporate) appoints the Chairman of the AGM as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid. Unitholders who hold their Units through a relevant intermediary (as defined below) and, who wish to participate in the AGM by (a) observing and/or listening to the AGM proceedings through “live” audio-visual webcast or “live” audio-only stream; (b) submitting questions in advance of the AGM; and/or (c) appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM, should approach their respective relevant intermediaries (including their respective CPF agent banks or SRS Approved Banks) through which they hold such Units as soon as possible in order to make the necessary arrangements for them to participate in the AGM, including the submission of their voting instructions by 5:00 p.m. (Singapore Time) on 9 April 2021 in order to allow sufficient time for their respective relevant intermediaries to in turn submit a Proxy Form to appoint the Chairman of the AGM to vote on their behalf by 10:00 a.m.(Singapore Time) on 18 April 2021.


http://www.lmir-


https://www.sgx.com/securities/company-announcements?value=LIPPO MALLS INDO RETAIL TRUST&type=securityname



http://www.lmir-trust.com/ir_agm2021.html





“relevant intermediary” means:

(i) a banking corporation licensed under the Banking Act, Chapter 19 of Singapore, or a wholly owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds Units in that capacity;

(ii) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act, Chapter 289 of Singapore, and who holds Units in that capacity; or

(iii) the Central Provident Fund Board (“CPF Board”) established by the Central Provident Fund Act, Chapter 36 of Singapore, in respect of Units purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those Units in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

4. The Chairman of the AGM, as proxy, need not be a Unitholder of LMIR Trust.

5. The Proxy Form must be submitted electronically via email or in hard copy form in the following manner:

(a) if submitted electronically, be submitted via email to LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at [email protected]; or

(b) if in hard copy submitted by post, be lodged at LMIR Trust’s Unit Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623;

in either case not later than 10:00 a.m. (Singapore Time) on 18 April 2021.

A Unitholder who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.

In view of the current Covid-19 situation and the related safe distancing measures which may make it difficult for Unitholders to submit completed Proxy Forms by post, Unitholders are strongly encouraged to submit completed Proxy Forms electronically via email.

The Proxy Form must be signed by the appointer or his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be either under its common seal or signed on its behalf by a duly authorised officer or attorney. Where the Proxy Form is executed by an attorney on behalf of the appointor, the letter or power of attorney or a notarially certified copy thereof must be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid. A corporation, being a Unitholder, may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at the AGM and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.



The Manager shall have the right to reject any Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, the Manager (a) may reject any Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his or her name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certified by CDP to the Manager; and (b) shall be entitled and bound to accept as accurate the number of Units entered against the name of that Unitholder as shown in the Depository Register as at a time not earlier that 72 hours prior to the time of the AGM, supplied by CDP to the Trustee and to accept as the maximum number of votes which in aggregate that Unitholder and his proxy are able to cast on poll a number which is the number of Units entered against the name of that Unitholder as shown in the Depository Register, whether that number is greater or smaller than that specified by the Unitholder or in the Proxy Form.

6. The FY 2020 Annual Report has been uploaded on the SGX website on 1 April 2021 at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname and may be accessed at LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html.

PERSONAL DATA PRIVACY:

By submitting an instrument appointing the Chairman of the AGM as proxy to attend, speak and vote at the AGM and/or any adjournment thereof, a Unitholder (i) consents to the collection, use and disclosure of the Unitholder’s personal data by LMIR Trust (or its agents) for the purpose of the processing and administration by LMIR Trust (or its agents) of the appointment of the Chairman of the AGM as proxy for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for LMIR Trust (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines.




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PROXY FORMANNUAL GENERAL MEETING

LIPPO MALLS INDONESIA RETAIL TRUST(Constituted in the Republic of Singapore pursuant toa trust deed dated 8 August 2007 (as amended))

Note

This proxy form has been made available on SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname and may be accessed at LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html. A printed copy of this proxy form will NOT be despatched to members.

Personal Data Privacy

By submitting an instrument appointing the Chairman of the AGM as proxy, the unitholder accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 1 April 2021.

IMPORTANT:

1. The Annual General Meeting (“AGM”) is being convened, and will be held, by electronic means pursuant to the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020 (as amended). Printed copies of the Notice of AGM will not be sent to Unitholders. Instead, the Notice of AGM will be sent to Unitholders by electronic means via publication on Lippo Malls Indonesia Retail Trust (“LMIR Trust”) website at the URL http://www.lmir-trust.com/ir_agm2021.html. The Notice of AGM will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname.

2. Alternative arrangements relating to attendance at the AGM via electronic means (including arrangements by which the meeting can be electronically accessed via “live” audio-visual webcast or “live” audio only stream), submission of questions to the Chairman of the AGM in advance of the AGM, addressing of substantial and relevant questions at the AGM and voting by appointing the Chairman of the AGM as proxy at the AGM, are set out in the accompanying LMIR Trust’s announcement dated 1 April 2021. This announcement may be accessed at LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html, and will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname.

3. As the AGM will be convened and held by way of electronic means, a Unitholder will not be able to attend the AGM in person. A Unitholder (whether individual or corporate) must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM if such Unitholder wishes to exercise his/her/its voting rights at the AGM.

4. Unitholders who hold their units through relevant intermediaries as defined in Section 181 of the Companies Act, Chapter 50 of Singapore (including CPF and SRS investors) and who wish to exercise their votes by appointing the Chairman of the AGM as proxy should approach their respective relevant intermediaries (including their respective CPF agent banks or SRS Approved Banks) to submit their voting instructions by 5:00 p.m. (Singapore Time) on 9 April 2021 in order to allow sufficient time for their respective relevant intermediaries to in turn submit a proxy form to appoint the Chairman of the AGM to vote on their behalf by 10:00 a.m. (Singapore Time) on 18 April 2021.

5. By submitting an instrument appointing the Chairman of the AGM as proxy, the Unitholder accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 1 April 2021.

6. Please read the notes overleaf which contain instructions on, inter alia, the appointment of the Chairman of the AGM as a Unitholder’s proxy to attend, speak and vote on his/her/its behalf at the AGM.

I/We (Name) (NRIC/Passport/Company Registration Number)

of (Address)

being a Unitholder/Unitholders of Lippo Malls Indonesia Retail Trust (“LMIR Trust”), hereby appoint the Chairman of the AGM as my/our proxy/proxies to vote for me/us on my/our behalf at the AGM to be convened and held by way of electronic means on Wednesday, 21 April 2021 at 10:00 a.m. (Singapore Time) and at any adjournment thereof. I/We direct the Chairman of the AGM as my/our proxy to vote for or against, or to abstain from voting on, the resolutions to be proposed at the AGM as indicated hereunder.

No. Resolutions relating to: ‘For’* ‘Against’* Abstain*ORDINARY BUSINESS1 To receive and adopt the Report of the Trustee, the Statement by the Manager,

the Audited Financial Statements of LMIR Trust for the financial year ended 31 December 2020 and the Auditors’ Report thereon (Ordinary Resolution)

2 To re-appoint RSM Chio Lim LLP as Auditors of LMIR Trust and authorise the Manager to fix the Auditors’ remuneration (Ordinary Resolution)

SPECIAL BUSINESS3 To authorise the Manager to issue new Units and to make or grant convertible

instruments (Ordinary Resolution)4 To authorise the Manager to repurchase issued Units in accordance with the

trust deed constituting LMIR Trust (as amended) (Ordinary Resolution)

* If you wish the Chairman of the AGM as your proxy to cast all your votes “for” or “against” or abstain from voting on a resolution, please indicate with an “X” in the “For” or “Against” or “Abstain” box provided in respect of that resolution. Alternatively, please indicate the number of votes as appropriate. In the absence of specific directions in respect of a resolution, the appointment of the Chairman of the AGM as your proxy for that resolution will be treated as invalid.

Dated this day of 2021

Total number of Units held

Signature(s) of Unitholder(s)/Common Seal of Corporate UnitholderIMPORTANT: PLEASE READ NOTES TO PROXY FORM ON REVERSE PAGE










IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOWNotes to the Proxy Form: 1. As the AGM will be convened and held by way of electronic means, a Unitholder will not be able to attend the AGM in person. If a Unitholder

(whether individual or corporate) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the AGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM. The instrument appointing the Chairman of the AGM as proxy (“Proxy Form”) may be accessed at LMIR Trust’s website at the URL http://www.lmir-trust.com/ir_agm2021.html, and will also be made available on the SGX website at the URL https://www.sgx.com/securities/company-announcements?value=LIPPO%20MALLS%20INDO%20RETAIL%20TRUST&type=securityname. In appointing the Chairman of the AGM as proxy, a Unitholder must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the Proxy Form, failing which the appointment of the Chairman of the AGM as proxy for that resolution will be treated as invalid.Unitholders who hold their Units through a relevant intermediary (as defined below) and who wish to exercise their votes by appointing the Chairman of the AGM as proxy should approach their respective relevant intermediaries (including their respective CPF agent banks or SRS Approved Banks) to submit their voting instructions by 5:00 p.m. (Singapore Time) on 9 April 2021 in order to allow sufficient time for their respective relevant intermediaries to in turn submit a proxy form to appoint the Chairman of the AGM to vote on their behalf by 10:00 a.m. (Singapore Time) on 18 April 2021. “relevant intermediary” means:(i) a banking corporation licensed under the Banking Act, Chapter 19 of Singapore, or a wholly owned subsidiary of such a banking corporation, whose

business includes the provision of nominee services and who holds Units in that capacity;(ii) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act, Chapter 289 of

Singapore, and who holds Units in that capacity; or(iii) the Central Provident Fund Board (“CPF Board”) established by the Central Provident Fund Act, Chapter 36 of Singapore, in respect of Units purchased

under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those Units in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

2. The Chairman of the AGM, as proxy, need not be a Unitholder of LMIR Trust. 3. The Proxy Form must be submitted electronically via email or in hard copy form in the following manner:

(a) if submitted electronically, be submitted via email to LMIR Trust’s Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at [email protected]; or

(b) if in hard copy submitted by post, be lodged at LMIR Trust’s Unit Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623;

in either case not later than 10:00 a.m. (Singapore Time) on 18 April 2021. A Unitholder who wishes to submit the Proxy Form must first download, complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above. In view of the current Covid-19 situation and the related safe distancing measures which may make it difficult for Unitholders to submit completed Proxy Forms by post, Unitholders are strongly encouraged to submit completed Proxy Forms electronically via email.

4. A Unitholder should insert the total number of Units held in the Proxy Form. If the Unitholder has Units entered against his or her name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he or she should insert that number of Units. If the Unitholder has Units registered in his or her name in the Register of Unitholders, he or she should insert that number of Units. If the Unitholder has Units entered against his or her name in the said Depository Register and Units registered in his or her name in the Register of Unitholders, he or she should insert the aggregate number of Units entered against his or her name in the Depository Register and registered in his or her name in the Register of Unitholders. If no number is inserted, the Proxy Form will be deemed to relate to all the Units held by the Unitholder.

5. The Proxy Form must be executed under the hand of the appointor or of his or her attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of an officer or attorney duly authorised. Where the Proxy Form is executed by an attorney on behalf of the appointor, the letter or power of attorney or a notarially certified copy thereof must be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.

6. A corporation, being a Unitholder, may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at the AGM and the person so authorised shall upon production of a copy of such resolution certified by a director of the corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.

7. The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, the Manager may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his/her name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certified by CDP to the Manager.

Business Reply ServicePermit No. 08564

LMIRT MANAGEMENT LTD.(The Manager of Lippo Malls Indonesia Retail Trust)

c/o Unit RegistrarBoardroom Corporate & Advisory Services Pte. Ltd.

50 Raffles Place#32-01 Singapore Land Tower

Singapore 048623

1st fold here

2nd fold here

3rd fold here

Glue all sides firmly. Do not staple or spot seal.

Postage will bepaid by

addressee.For posting in

Singapore only.



LMIRT Management Ltd6 Shenton Way#12-08 OUE Downtown 2 Singapore 068809

Tel: (65) 6410 9138 Fax: (65) 6509 1824

www.lmir-trust.com

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